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


                        FINANCIAL ASSET SECURITIES CORP.,
                                    Depositor


                        SELECT PORTFOLIO SERVICING, INC.
                                    Servicer


                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2005




                          ____________________________

                        Soundview Home Loan Trust 2005-1

                    Asset-Backed Certificates, Series 2005-1


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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                     Page


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01    Defined Terms...........................................................................7
SECTION 1.02    Accounting.............................................................................58
SECTION 1.03    Allocation of Certain Interest Shortfalls..............................................58


                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01    Conveyance of Mortgage Loans...........................................................60
SECTION 2.02    Acceptance by Trustee..................................................................63
SECTION 2.03    Repurchase or Substitution of Mortgage Loans by the Originator.........................65
SECTION 2.04    Intentionally Omitted..................................................................69
SECTION 2.05    Representations, Warranties and Covenants of the Servicer..............................69
SECTION 2.06    Representations and Warranties of the Depositor........................................71
SECTION 2.07    Issuance of Certificates...............................................................72
SECTION 2.08    [Reserved].............................................................................72
SECTION 2.09    Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee;
                Conveyance of REMIC 1 Regular Interests,  Class C Interest and Class
                P Interest; Issuance of Certificates...................................................75


                                   ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

<S>             <C>                                                                                   <C>
SECTION 3.01    Servicer to Act as Servicer............................................................79
SECTION 3.02    Sub-Servicing Agreements Between Servicer and Sub-Servicers............................81
SECTION 3.03    Successor Sub-Servicers................................................................82
SECTION 3.04    Liability of the Servicer..............................................................83
SECTION 3.05    No Contractual Relationship Between Sub-Servicers and the
                Trustee or Certificateholders..........................................................83
SECTION 3.06    Assumption or Termination of Sub-Servicing Agreements by Trustee.......................83
SECTION 3.07    Collection of Certain Mortgage Loan Payments...........................................84
SECTION 3.08    Sub-Servicing Accounts.................................................................85
SECTION 3.09    Collection of Taxes, Assessments and Similar Items; Escrow Accounts....................85
SECTION 3.10    Collection Account and Distribution Account............................................86
SECTION 3.11    Withdrawals from the Collection Account and Distribution Account.......................88
SECTION 3.12    Investment of Funds in the Collection Account and the Distribution Account.............90
SECTION 3.13    [Reserved].............................................................................92
SECTION 3.14    Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.........92
SECTION 3.15    Enforcement of Due-On-Sale Clauses; Assumption Agreements..............................93
</TABLE>



                                       i
<PAGE>


<TABLE>
<CAPTION>
<S>             <C>                                                                                   <C>
SECTION 3.16    Realization Upon Defaulted Mortgage Loans..............................................94
SECTION 3.17    Trustee to Cooperate; Release of Mortgage Files........................................96
SECTION 3.18    Servicing Compensation.................................................................98
SECTION 3.19    Reports to the Trustee; Collection Account Statements..................................98
SECTION 3.20    Statement as to Compliance.............................................................98
SECTION 3.21    Independent Public Accountants' Servicing Report.......................................99
SECTION 3.22    Access to Certain Documentation; Filing of Reports by Trustee..........................99
SECTION 3.23    Title, Management and Disposition of REO Property.....................................102
SECTION 3.24    Obligations of the Servicer in Respect of Prepayment Interest Shortfalls..............105
SECTION 3.25    [Reserved]............................................................................105
SECTION 3.26    Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments.........105
SECTION 3.27    [Reserved]............................................................................105
SECTION 3.28    [Reserved]............................................................................105
SECTION 3.29    Advance Facility......................................................................105


                                   ARTICLE IV

                                  FLOW OF FUNDS

SECTION 4.01    Distributions.........................................................................108
SECTION 4.02    [Reserved]............................................................................114
SECTION 4.03    Statements............................................................................114
SECTION 4.04    Remittance Reports; Advances..........................................................118
SECTION 4.05    [Reserved]............................................................................119
SECTION 4.06    Net WAC Rate Carryover Reserve Account................................................122
SECTION 4.07    [Reserved]............................................................................123
SECTION 4.08    Distributions on the REMIC Regular Interests..........................................123
SECTION 4.09    Allocation of Realized Losses................................ERROR! BOOKMARK NOT DEFINED.


                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01    The Certificates......................................................................129
SECTION 5.02    Registration of Transfer and Exchange of Certificates.................................129
SECTION 5.03    Mutilated, Destroyed, Lost or Stolen Certificates.....................................135
SECTION 5.04    Persons Deemed Owners.................................................................135
SECTION 5.05    Appointment of Paying Agent...........................................................136


                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

SECTION 6.01    Liability of the Servicer and the Depositor...........................................137
SECTION 6.02    Merger or Consolidation of, or Assumption of the Obligations of,
                the Servicer or the Depositor.........................................................137
SECTION 6.03    Limitation on Liability of the Servicer and Others....................................137
SECTION 6.04    Servicer Not to Resign................................................................138
SECTION 6.05    Delegation of Duties..................................................................138
</TABLE>



                                       ii
<PAGE>


<TABLE>
<CAPTION>
<S>             <C>                                                                                   <C>
SECTION 6.06    [Reserved]............................................................................139
SECTION 6.07    Inspection............................................................................139


                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01    Servicer Events of Termination........................................................140
SECTION 7.02    Trustee to Act; Appointment of Successor..............................................142
SECTION 7.03    Waiver of Defaults....................................................................143
SECTION 7.04    Notification to Certificateholders....................................................143
SECTION 7.05    Survivability of Servicer Liabilities.................................................143


                                  ARTICLE VIII

                                   THE TRUSTEE

SECTION 8.01    Duties of Trustee.....................................................................144
SECTION 8.02    Certain Matters Affecting the Trustee.................................................145
SECTION 8.03    Trustee Not Liable for Certificates or Mortgage Loans.................................147
SECTION 8.04    Trustee May Own Certificates..........................................................148
SECTION 8.05    Trustee Fee and Expenses..............................................................148
SECTION 8.06    Eligibility Requirements for Trustee..................................................149
SECTION 8.07    Resignation or Removal of Trustee.....................................................149
SECTION 8.08    Successor Trustee.....................................................................150
SECTION 8.09    Merger or Consolidation of Trustee....................................................150
SECTION 8.10    Appointment of Co-Trustee or Separate Trustee.........................................150
SECTION 8.11    Limitation of Liability...............................................................152
SECTION 8.12    Trustee May Enforce Claims Without Possession of Certificates.........................152
SECTION 8.13    Suits for Enforcement.................................................................152
SECTION 8.14    Waiver of Bond Requirement............................................................153
SECTION 8.15    Waiver of Inventory, Accounting and Appraisal Requirement.............................153


                                   ARTICLE IX

                              REMIC ADMINISTRATION

SECTION 9.01    REMIC Administration..................................................................154
SECTION 9.02    Prohibited Transactions and Activities................................................156
SECTION 9.03    Indemnification with Respect to Certain Taxes and Loss of REMIC Status................156


                                    ARTICLE X

                                   TERMINATION

SECTION 10.01   Termination...........................................................................158
SECTION 10.02   Additional Termination Requirements...................................................160


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
</TABLE>



                                       iii
<PAGE>


<TABLE>
<CAPTION>
<S>             <C>                                                                                   <C>
SECTION 11.01   Amendment.............................................................................161
SECTION 11.02   Recordation of Agreement; Counterparts................................................162
SECTION 11.03   Limitation on Rights of Certificateholders............................................162
SECTION 11.04   Governing Law; Jurisdiction...........................................................163
SECTION 11.05   Notices...............................................................................163
SECTION 11.06   Severability of Provisions............................................................164
SECTION 11.07   Article and Section References........................................................164
SECTION 11.08   Notice to the Rating Agencies.........................................................164
SECTION 11.09   Further Assurances....................................................................165
SECTION 11.10   Benefits of Agreement.................................................................165
SECTION 11.11   Acts of Certificateholders............................................................165
</TABLE>



                                       iv
<PAGE>


Exhibits:
---------

Exhibit A-1       Form of Class I-A1 Certificates
Exhibit A-2       Form of Class I-A2 Certificates
Exhibit A-3       Form of Class II-A1 Certificates
Exhibit A-4       Form of Class II-A2 Certificates
Exhibit A-5       Form of Class II-A3 Certificates
Exhibit A-6       Form of Class M-1 Certificates
Exhibit A-7       Form of Class M-2 Certificates
Exhibit A-8       Form of Class M-3 Certificates
Exhibit A-9       Form of Class M-4 Certificates
Exhibit A-10      Form of Class M-5 Certificates
Exhibit A-11      Form of Class M-6 Certificates
Exhibit A-12      Form of Class M-7 Certificates
Exhibit A-13      Form of Class M-8 Certificates
Exhibit A-14      Form of Class M-9 Certificates
Exhibit A-15      Form of Class B-1 Certificates
Exhibit A-16      Form of Class B-2 Certificates
Exhibit A-17      Form of Class B-3 Certificates
Exhibit A-18      Form of Class C Certificates
Exhibit A-19      Form of Class P Certificates
Exhibit A-20      Form of Class R Certificates
Exhibit A-21      Form of Class R-X Certificates
Exhibit B         [Reserved]
Exhibit C         Forms of Assignment Agreements
Exhibit D         Mortgage Loan Schedule
Exhibit E         Request for Release
Exhibit F-1       Form of Trustee's Initial Certification
Exhibit F-2       Form of Trustee's Final Certification
Exhibit F-3       Form of Receipt of Mortgage Note
Exhibit G         Form of Custodial Agreement
Exhibit H         Form of Lost Note Affidavit
Exhibit I         Form of Limited Power of Attorney
Exhibit J         Form of Investment Letter
Exhibit K         Form of Transfer Affidavit for Residual Certificates
Exhibit L         Form of Transferor Certificate
Exhibit M         Form of ERISA Representation Letter
Exhibit N-1       Form Certification to be Provided by the Depositor with
                  Form 10-K
Exhibit N-2       Form Certification to be Provided to the Depositor by
                  the Trustee
Exhibit N-3       Form Certification to be Provided to the Depositor by
                  the Servicer
Exhibit O         Form of Cap Contract
Exhibit P         Form of Annual Statement as to Compliance
Exhibit Q         Form of Addition Notice
Exhibit R         Form of Subsequent Transfer Instrument

Schedule I        Prepayment Charge Schedule



                                        v
<PAGE>


                  This Pooling and Servicing Agreement is dated as of February
1, 2005 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor
(the "Depositor"), SELECT PORTFOLIO SERVICING, INC.., as servicer (the
"Servicer") and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
"Trustee").


                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of twenty
classes of certificates, designated as (i) the Class I-A1 Certificates, (ii) the
Class I-A2 Certificates, (iii) the Class II-A1 Certificates, (iv) the Class
II-A2 Certificates, (v) the Class II-A3 Certificates, (vi) the Class M-1
Certificates, (vii) the Class M-2 Certificates (viii) the Class M-3
Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,
(xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the
Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class B-1
Certificates, (xvi) the Class B-2 Certificates, (xvii) the Class B-3
Certificates, (xviii) the Class C Certificates, (xix) the Class P Certificates,
(xx) the Class R Certificates and (xxi) the Class R-X Certificates.

<PAGE>


                                     REMIC 1
                                     -------

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement (exclusive of the Pre-Funding Accounts,
the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net
WAC Rate Carryover Reserve Account, any Servicer Prepayment Charge Payment
Amounts and the Cap Contract) as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as "REMIC 1." The Class R-1
Interest shall represent the sole class of "residual interests" in REMIC 1 for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal 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 1 Regular Interests (as defined herein).
None of the REMIC 1 Regular Interests shall be certificated.


                   REMIC 1                Initial           Latest Possible
Designation    Remittance Rate    Uncertificated Balance    Maturity Date(1)
-----------    ---------------    ----------------------    ----------------
    LT1          Variable(2)      $       272,231,007.09      April 2035
   LT1PF         Variable(2)      $       129,934,151.34      April 2035
    LT2          Variable(2)      $       238,490,029.61      April 2035
   LT2PF         Variable(2)      $       137,345,173.98      April 2035
    LTP          Variable(2)      $               100.00      April 2035

----------------
(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 1 Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated
     REMIC 1 Pass-Through Rate" herein.



                                       2
<PAGE>


                                     REMIC 2
                                     -------

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


<TABLE>
<CAPTION>

               Uncertificated REMIC 1    Initial Uncertificated         Assumed Final
Designation       Pass-Through Rate        Principal Balance           Maturity Date(1)
-----------       -----------------        -----------------           ----------------
<S>                  <C>                 <C>                             <C>
   LTAA              Variable(2)         $       762,440,354.78          April 2035
   LTIA1             Variable(2)         $         2,418,000.00          April 2035
   LTIA2             Variable(2)         $           604,270.00          April 2035
  LTIIA1             Variable(2)         $         1,230,000.00          April 2035
  LTIIA2             Variable(2)         $         1,270,000.00          April 2035
  LTIIA3             Variable(2)         $           324,400.00          April 2035
   LTM1              Variable(2)         $           389,000.00          April 2035
   LTM2              Variable(2)         $           252,850.00          April 2035
   LTM3              Variable(2)         $           225,620.00          April 2035
   LTM4              Variable(2)         $           194,500.00          April 2035
   LTM5              Variable(2)         $           120,590.00          April 2035
   LTM6              Variable(2)         $           108,920.00          April 2035
   LTM7              Variable(2)         $           108,920.00          April 2035
   LTM8              Variable(2)         $            73,910.00          April 2035
   LTM9              Variable(2)         $            77,800.00          April 2035
   LTB1              Variable(2)         $           116,700.00          April 2035
   LTB2              Variable(2)         $            89,470.00          April 2035
   LTB3              Variable(2)         $            77,800.00          April 2035
   LTZZ              Variable(2)         $         7,877,257.24          April 2035
    LTP              Variable(2)         $               100.00          April 2035
</TABLE>

----------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately
     following the maturity date for the Mortgage Loan with the latest
     possible maturity date has been designated as the "latest
     possible maturity date" for each REMIC 2 Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated
     REMIC 2 Pass-Through Rate" herein.



                                       3
<PAGE>


                                     REMIC 3
                                     -------

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

                  The following table irrevocably sets forth the designation,
the Pass-Through Rate, the Original Class Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of Certificates that represents
one or more of the "regular interests" in REMIC 3 created hereunder:


<TABLE>
<CAPTION>

                            Original Class Certificate                          Assumed Final
        Designation              Principal Balance        Pass-Through Rate    Maturity Date(1)
        -----------              -----------------        -----------------    ----------------
<S>                         <C>                             <C>                   <C>
Class I-A1..............    $        241,800,000.00         Variable(2)           April 2035
Class I-A2..............    $         60,427,000.00         Variable(2)           April 2035
Class II-A1.............    $        123,000,000.00         Variable(2)           April 2035
Class II-A2.............    $        127,000,000.00         Variable(2)           April 2035
Class II-A3.............    $         32,440,000.00         Variable(2)           April 2035
Class M-1...............    $         38,900,000.00         Variable(2)           April 2035
Class M-2...............    $         25,285,000.00         Variable(2)           April 2035
Class M-3...............    $         22,562,000.00         Variable(2)           April 2035
Class M-4...............    $         19,450,000.00         Variable(2)           April 2035
Class M-5...............    $         12,059,000.00         Variable(2)           April 2035
Class M-6...............    $         10,892,000.00         Variable(2)           April 2035
Class M-7...............    $         10,892,000.00         Variable(2)           April 2035
Class M-8...............    $          7,391,000.00         Variable(2)           April 2035
Class M-9...............    $          7,780,000.00         Variable(2)           April 2035
Class B-1...............    $         11,670,000.00         Variable(2)           April 2035
Class B-2...............    $          8,947,000.00         Variable(2)           April 2035
Class B-3...............    $          7,780,000.00         Variable(2)           April 2035
Class C Interest........    $          9,725,362.02(3)      Variable(2)           April 2035
Class P Interest........    $                100.00            N/A(4)             April 2035
</TABLE>
----------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately
     following the maturity date for the Mortgage Loan with the latest
     maturity date has been designated as the "latest possible
     maturity date" for each Class of Certificates that represents one
     or more of the "regular interests" in REMIC 3.
(2)  Calculated in accordance with the definition of "Pass-Through
     Rate" herein.
(3)  The Class C Interest will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class C Interest
     outstanding from time to time which shall equal the aggregate of
     the Uncertificated Principal Balances of the REMIC 2 Regular
     Interests (other than REMIC 2 Regular Interest LTP). The Class C
     Interest will not accrue interest on its Certificate Principal
     Balance.
(4)  The Class P Interest will not accrue interest.



                                       4
<PAGE>


                                     REMIC 4
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the Class C Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC 4." The Class R-4
Interest represents the sole class of "residual interests" in REMIC 4 for
purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for the Class C Certificates.


<TABLE>
<CAPTION>

                     Original Class Certificate                          Assumed Final
Class Designation         Principal Balance        Pass-Through Rate    Maturity Date(1)
-----------------         -----------------        -----------------    ----------------
<S>                      <C>                          <C>                 <C>
     Class C             $  9,725,362.02              Variable(2)         April 2035
</TABLE>

----------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately
     following the maturity date for the Mortgage Loan with the latest
     maturity date has been designated as the "latest possible
     maturity date" for the Class C Certificates.
(2)  The Class C Certificates will receive 100% of amounts received in
     respect of the Class C Interest. The Class C Certificates will
     also be entitled to Subsequent Mortgage Loan Interest, as a right
     with respect to a component of the Class C Certificates that will
     not be treated as a REMIC regular interest but rather as separate
     interest strips from the Subsequent Mortgage Loans for a
     specified period of time.



                                       5
<PAGE>


                                     REMIC 5
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the Class P Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC 5." The Class R-5
Interest represents the sole class of "residual interests" in REMIC 5 for
purposes of the REMIC Provisions.

                  The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance
for the Class P Certificates.


<TABLE>
<CAPTION>

                     Original Class Certificate                          Assumed Final
Class Designation         Principal Balance        Pass-Through Rate    Maturity Date(1)
-----------------         -----------------        -----------------    ----------------
<S>                            <C>                    <C>                 <C>
     Class P                   $100.00                Variable(2)         April 2035
</TABLE>

----------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately
     following the maturity date for the Mortgage Loan with the latest
     maturity date has been designated as the "latest possible
     maturity date" for the Class P Certificates.
(2)  The Class P Certificates will receive 100% of amounts received in
     respect of the Class P Interest.



                                       6
<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01 Defined Terms.

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

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

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

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

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

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

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

                  "Adjusted Net Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as
of the first day of the month preceding the



                                       7
<PAGE>


month in which the related Distribution Date occurs minus the sum of (i) the
Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the Custodial Fee Rate.

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

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

                  "Advance Facility": As defined in Section 3.29 hereof.

                  "Advance Facility Trustee": As defined in Section 3.29 hereof.

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

                  "Advance Reimbursement Amounts": As defined in Section 3.29
hereof.

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

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

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

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, Class B Certificates
or Class I-A2 Certificates, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date as reduced by an amount equal to the
increase in the related Certificate Principal Balance due to the receipt of
Subsequent Recoveries.

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

                  "Assignment Agreements": Each Assignment and Recognition
Agreement, dated February 28, 2005, among the Seller, the related Originator and
the Depositor, pursuant to which certain of the Seller's rights under the
related Master Agreement were assigned to the Depositor, substantially in the
forms attached hereto as Exhibit C.



                                       8
<PAGE>


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

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

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

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

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



                                       9
<PAGE>


                  "Base Rate": For any Distribution Date and the Floating Rate
Certificates, the sum of (i) LIBOR plus (ii) the related Certificate Margin.

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

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

                  "Cap Amount": The Cap Amount for any Class of the Floating
Rate Certificates is equal to (i) the aggregate amount received by the Trust
from the Cap Contract multiplied by (ii) a fraction equal to (a) the Certificate
Principal Balance of such Class immediately prior to the applicable Distribution
Date divided by (b) the aggregate Certificate Principal Balance of the Floating
Rate Certificates immediately prior to the applicable Distribution Date.

                  "Cap Contract": The Cap Contract between the Trustee and the
counterparty thereunder, a form of which is attached hereto as Exhibit O.

                  "Certificate": Any Regular Certificate or Residual
Certificate.

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

                  "Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and for purposes of the Marker Rate and the Maximum
Uncertificated Accrued Interest Deferral Amount, the specified REMIC 2 Regular
Interest, as follows:


                    REMIC 2 Regular              Certificate Margin
     Class             Interest                  ------------------
     -----             --------
                                             (1) (%)            (2) (%)
                                             -------            -------



                                       10
<PAGE>


      I-A1               LTIA1               0.280%              0.560%
      I-A2               LTIA2               0.340%              0.680%
     II-A1              LTIIA1               0.120%              0.240%
     II-A2              LTIIA2               0.260%              0.520%
     II-A3              LTIIA3               0.390%              0.780%
      M-1                LTM1                0.470%              0.705%
      M-2                LTM2                0.500%              0.750%
      M-3                LTM3                0.530%              0.795%
      M-4                LTM4                0.730%              1.095%
      M-5                LTM5                0.780%              1.170%
      M-6                LTM6                1.300%              1.950%
      M-7                LTM7                1.400%              2.100%
      M-8                LTM8                1.450%              2.175%
      M-9                LTM9                2.100%              3.150%
      B-1                LTB1                3.250%              4.875%
      B-2                LTB2                3.250%              4.875%
      B-3                LTB3                3.250%              4.875%
----------
(1)  For the Accrual Period for each Distribution Date on or prior to the
     Optional Termination Date.
(2)  For each other Accrual Period.


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

                  "Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class C Certificates) immediately prior to
any Distribution Date, will be equal to the Initial Certificate Principal
Balance thereof plus any Subsequent Recoveries added to the Certificate
Principal Balance of such Certificate pursuant to Section 4.01, reduced by the
sum of all amounts actually distributed in respect of principal of such Class
and, in the case of a Mezzanine Certificate, Class B Certificate or Class I-A2
Certificates, Realized Losses allocated thereto on all prior Distribution Dates.
With respect to the Class C Certificates as of any date of determination, an
amount equal to the excess, if any, of (A) the then aggregate Uncertificated
Principal Balance of the REMIC 2 Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Floating Rate Certificates and the Class P
Certificates then outstanding.

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

                  "Certification". As defined in Section 3.22(b)(ii).

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

                  "Class A Certificates": Any Class I-A1 Certificate, Class I-A2
Certificate, Class II-A1 Certificate, Class II-A2 Certificate or Class II-A3
Certificate.

                  "Class B Certificates": Any Class B-1 Certificate, Class B-2
Certificate or Class B-3 Certificate.



                                       11
<PAGE>


                  "Class B-1 Certificate": Any one of the Class B-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-15,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class B-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(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 (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
(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 (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
(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 (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 B-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 93.20% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class B-2 Certificate": Any one of the Class B-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-16,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class B-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the



                                       12
<PAGE>


distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the distribution of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates (after taking into account the
distribution of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date) and (xii) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 95.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class B-3 Certificate": Any one of the Class B-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-17,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class B-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the



                                       13
<PAGE>


Certificate Principal Balance of the Class M-5 Certificates (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 (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 (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
(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 (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 B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (xii) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (xiii) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class C Certificates": Any one of the Class C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-18,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 4.

                  "Class C Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class C Certificates,
evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

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

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

                  "Class II-A1 Certificate": Any one of the Class II-A1
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form



                                       14
<PAGE>


annexed hereto as Exhibit A-3, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in REMIC 3.

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

                  "Class II-A3 Certificate": Any one of the Class II-A3
Certificates executed by the Trustee, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

                  "Class M-1 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior 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) 60.30% and (ii)
the Stated Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

                  "Class M-2 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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) 66.80% 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



                                       15
<PAGE>


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

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-8, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

                  "Class M-3 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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) 72.60% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-9, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

                  "Class M-4 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (iv) 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) 77.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after



                                       16
<PAGE>


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

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-10,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class M-5 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(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) 80.70% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-11,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class M-6 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(after taking into account the



                                       17
<PAGE>


distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the 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) 83.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-12,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class M-7 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(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 (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
(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) 86.30% 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



                                       18
<PAGE>


principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-13,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.

                  "Class M-8 Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class M-8 Certificates,
evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.

                  "Class M-8 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(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 (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
(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 (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such Distribution
Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.20% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-14,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 3.



                                       19
<PAGE>


                  "Class M-9 Principal Distribution Amount": The excess of (x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (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
(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 (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
(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 (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
(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 (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
(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) 90.20% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

                  "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-19,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC 5.

                  "Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.

                  "Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-20 and evidencing the
ownership of the Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest.

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



                                       20
<PAGE>


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

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

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

                  "Class R-5 Interest": The uncertificated Residual Interest in
REMIC 5.

                  "Class R-X Certificate": The Class R-X Certificate executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-21 and evidencing the
ownership of the Class R-4 Interest and the Class R-5 Interest.

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

                  "Closing Date": February 28, 2005.

                  "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
"Deutsche Bank National Trust Company, as Trustee, in trust for registered
Holders of Soundview Home Loan Trust 2005-1, Asset-Backed Certificates, Series
2005-1," which must be an Eligible Account.

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

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

                  "Corresponding Certificate": With respect to each REMIC 2
Regular Interest set forth below, the corresponding Regular Certificate set
forth in the table below:


        REMIC 2 REGULAR INTEREST                  REGULAR CERTIFICATE
        ------------------------                  -------------------
                 LTIA1                                 Class I-A1
                 LTIA2                                 Class I-A2
                 LTIIA1                               Class II-A1
                 LTIIA2                               Class II-A2
                 LTIIA3                               Class II-A3
                  LTM1                                 Class M-1
                  LTM2                                 Class M-2
                  LTM3                                 Class M-3
                  LTM4                                 Class M-4
                  LTM5                                 Class M-5



                                       21
<PAGE>


                  LTM6                                 Class M-6
                  LTM7                                 Class M-7
                  LTM8                                 Class M-8
                  LTM9                                 Class M-9
                  LTB1                                 Class B-1
                  LTB2                                 Class B-2
                  LTB3                                 Class B-3
                  LTP                                   Class P


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

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

                  "Custodial Agreement": The Custodial Agreement, dated February
1, 2005, among the Custodian, the Trustee and the Servicer.

                  "Custodian": J.P.Morgan Chase Bank, National Association, as
custodian of the Mortgage Files, or any successor thereto, pursuant to the
Custodial Agreement.

                  "Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant to Section 8.05 as compensation for
all services rendered by it under the Custodial Agreement.

                  "Custodian Fee Rate": The per annum fee paid to the Custodian
on each Distribution Date equal to the Custodian Fee expressed as a percentage
of the aggregate Stated Principal Balance of the Mortgage Loans.

                  "Cut-off Date": With respect to each Initial Mortgage Loan,
February 1, 2005.

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



                                       22
<PAGE>


                  "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 5.02(c)
hereof.

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

                  "Delinquency Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of
Mortgage Loans that are Delinquent 60 days or more (including Mortgage Loans
that are REO Properties, in foreclosure or in bankruptcy and that are also
Delinquent 60 days or more) by (y) the aggregate Stated Principal Balance of the
Mortgage Loans, in each case, as of the last day of the previous calendar month.

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

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

                  "Depository": The initial Depository shall be The Depository
Trust Company, whose nominee is Cede & Co., or any other organization registered
as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.

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

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

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property,



                                       23
<PAGE>


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

                  "Disqualified Organization": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the
United States, any state or political subdivision thereof, any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (ii) any organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code unless such organization is subject to the tax imposed by Section 511
of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the
Code or (iv) an "electing large partnership" within the meaning of Section 775
of the Code. A corporation will not be treated as an instrumentality of the
United States or of any state or political subdivision thereof, if all of its
activities are subject to tax and, a majority of its board of directors is not
selected by a governmental unit. The term "United States", "state" and
"international organizations" shall have the meanings set forth in Section 7701
of the Code.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.10(b) which shall be
entitled "Distribution Account, Deutsche Bank National Trust Company, as
Trustee, in trust for the registered Certificateholders of Soundview Home Loan
Trust 2005-1, Asset-Backed Certificates, Series 2005-1" and which must be an
Eligible Account.

                  "Distribution Date": The 25th day of any calendar month, or if
such 25th day is not a Business Day, the Business Day immediately following such
25th day, commencing in March 2005.

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

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a
holding company, the short-term unsecured debt obligations of such



                                       24
<PAGE>


holding company) are rated A-1+ by S&P, F-1 by Fitch and P-1 by Moody's (or
comparable ratings if S&P, Fitch and Moody's are not the Rating Agencies) at the
time any amounts are held on deposit therein, (ii) an account or accounts the
deposits in which are fully insured by the FDIC up to the insured amount, (iii)
a trust account or accounts maintained with the trust department of a federal or
state chartered depository institution, national banking association or trust
company acting in its fiduciary capacity or (iv) an account otherwise acceptable
to each Rating Agency without reduction or withdrawal of their then current
ratings of the Certificates as evidenced by a letter from each Rating Agency to
the Trustee. Eligible Accounts may bear interest.

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

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

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

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

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

                  "Fannie Mae": Federal National Mortgage Association or any
successor thereto.

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

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by an Originator, the Seller or the Servicer pursuant to or as
contemplated by Section 2.03, 3.16(c) or 10.01), a determination made by the
Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

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



                                       25
<PAGE>


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

                  "Floating Rate Certificates": Any Class A Certificate,
Mezzanine Certificate or Class B Certificate.

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

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

                  "Funding Period": The period beginning on the Closing Date and
ending on the earlier to occur of (a) the date upon which the amount on deposit
in the Pre-Funding Accounts (exclusive of any investment income therein) has
been reduced to zero or (b) May 27, 2005.

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

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

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

                  "Group I Certificates": Any Class I-A1 Certificate or Class
I-A2 Certificate.

                  "Group I Interest Coverage Account": The account established
and maintained pursuant to Section 4.08, which account contains an amount, to be
paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

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

                  "Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I with a Stated Principal Balance at origination that conforms to Fannie
Mae and Freddie Mac loan limits.



                                       26
<PAGE>


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

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

                  "Group I Principal Remittance Amount": With respect to any
Distribution Date, that portion of Available Funds equal to the sum of (i) each
scheduled payment of principal collected or advanced on the Group I Mortgage
Loans by the Servicer that were due during the related Due Period, (ii) the
principal portion of all full Principal Prepayments of the Group I Mortgage
Loans applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related partial Principal Prepayments, Net Liquidation
Proceeds, Insurance Proceeds and Subsequent Recoveries received during the prior
calendar month with respect to the Group I Mortgage Loans, (iv) that portion of
the Purchase Price, representing principal of any repurchased Group I Mortgage
Loan, deposited to the Collection Account during the prior calendar month, (v)
the principal portion of any related Substitution Adjustments deposited in the
Collection Account during the prior calendar month with respect to the Group I
Mortgage Loans, (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01, that portion of the Termination Price, in
respect of principal on the Group I Mortgage Loans and (vii) on the Distribution
Date immediately following the end of the Funding Period, any remaining amounts
in the Group I Pre-Funding Account (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent Group I Mortgage Loans.

                  "Group I Senior Principal Distribution Amount": The excess of
(x) the Certificate Principal Balance of the Group I Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
50.30% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.

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

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



                                       27
<PAGE>


                  "Group II Certificates": Any Class II-A1 Certificate, Class
II-A2 Certificate or Class II-A3 Certificate.

                  "Group II Interest Coverage Account": The account established
and maintained pursuant to Section 4.08, which account contains an amount, to be
paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.

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

                  "Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II with a Stated Principal Balance at origination that may or may not
conform to Fannie Mae and Freddie Mac loan limits.

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

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

                  "Group II Principal Remittance Amount": With respect to any
Distribution Date, that portion of Available Funds equal to the sum of (i) each
scheduled payment of principal collected or advanced on the Group II Mortgage
Loans by the Servicer that were due during the related Due Period, (ii) the
principal portion of all full Principal Prepayments of the Group II Mortgage
Loans applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related partial Principal Prepayments, Net Liquidation
Proceeds, Insurance Proceeds and Subsequent Recoveries received during the prior
calendar month with respect to the Group II Mortgage Loans, (iv) that portion of
the Purchase Price, representing principal of any repurchased Group II Mortgage
Loan, deposited to the Collection Account during the prior calendar month, (v)
the principal portion of any related Substitution Adjustments deposited in the
Collection Account during the prior calendar month with respect to the Group II
Mortgage Loans, (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01, that portion of the Termination Price, in
respect of principal on the Group II Mortgage Loans and (vii) on the
Distribution Date immediately following the end of the Funding Period, any
remaining amounts in the Group II Pre-Funding Account (exclusive of any
investment income therein) after giving effect to any purchase of Subsequent
Group II Mortgage Loans.

                  "Group II Senior Principal Distribution Amount": 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) 50.30% 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



                                       28
<PAGE>


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

                  "Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates or Class B Certificates then outstanding with a
Certificate Principal Balance greater than zero, with the highest priority for
payments pursuant to Section 4.01, in the following order of decreasing
priority: 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 B-1, Class B-2 and Class B-3
Certificates.

                  "Indenture": An indenture relating to the issuance of notes
secured by the Class C Certificates, the Class P Certificates and/or the Class R
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 or the Servicer
or any Affiliate thereof, and (c) is not connected with the Depositor or the
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor or the Servicer or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any class of securities issued by the
Depositor or the Servicer or any Affiliate thereof, as the case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with respect to any of
the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if such REMIC were a real estate investment trust (except that the ownership
tests set forth in that section shall be considered to be met by any Person that
owns, directly or indirectly, 35% or more of any Class of Certificates), so long
as each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm's
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or
(ii) any other Person (including the Servicer) if the Trustee has received an
Opinion of Counsel to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

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



                                       29
<PAGE>


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

                  "Initial Group I Mortgage Loan": Any of the Group I Mortgage
Loans included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group I Mortgage Loans as of the Cut-off Date is equal to
$272,231,107.09.

                  "Initial Group II Mortgage Loan": Any of the Group II Mortgage
Loans included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group II Mortgage Loans as of the Cut-off Date is equal
to $238,490,029.61.

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

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

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

                  "Interest Determination Date": With respect to the Floating
Rate Certificates and each Accrual Period, the second LIBOR Business Day
preceding the commencement of such Accrual Period.

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

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



                                       30
<PAGE>


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

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

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

                  "Liquidated Mortgage Loan": As to any Distribution Date, any
Mortgage Loan in respect of which the Servicer has determined, in accordance
with the servicing procedures specified herein, as of the end of the related
Prepayment Period, that all Liquidation Proceeds which it expects to recover
with respect to the liquidation of the Mortgage Loan or disposition of the
related REO Property have been recovered.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full, (ii) a Final
Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage
Loan is removed from the Trust Fund by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 10.01. With respect to any REO Property, either of the following events:
(i) a Final Recovery Determination is made as to such REO Property or (ii) such
REO Property is removed from the Trust Fund by reason of its being sold or
purchased pursuant to Section 3.23 or Section 10.01.

                  "Liquidation Proceeds": The amount (other than amounts
received in respect of the rental of any REO Property prior to REO Disposition)
received by the Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a
Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03,
Section 3.16(c), Section 3.23 or Section 10.01.

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

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

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



                                       31
<PAGE>


                  "Losses":  As defined in Section 9.03.

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

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

                  "Marker Rate": With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest
LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2 Regular
Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular Interest LTZZ,
with the rate on each such REMIC 2 Regular Interest (other than REMIC 2 Regular
Interest LTZZ) subject to a cap equal to the lesser of (i) LIBOR plus the
related Certificate Margin for the related Corresponding Certificate and (ii)
the Net WAC Rate for the purpose of this calculation and with the rate on REMIC
2 Regular Interest LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that for this purpose, calculations of the
Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect to
each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LTZZ)
shall be multiplied by a fraction, the numerator of which is the actual number
of days in the Accrual Period and the denominator of which is 30.

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

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

                  "Maximum Uncertificated Accrued Interest Deferral Amount":
With respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest
LTZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LTZZ minus the REMIC 2
Overcollateralization Amount, in each case for such Distribution Date, over (b)
the sum of the Uncertificated Accrued Interest on REMIC 2 Regular Interest
LTIA1, REMIC



                                       32
<PAGE>


2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2 Regular Interest LTB2 and
REMIC 2 Regular Interest LTB3 with the rate on each such REMIC 2 Regular
Interest subject to a cap equal to the lesser of (i) LIBOR plus the related
Certificate Margin for the related Corresponding Certificate and (ii) the Net
WAC Rate for the purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate and the
related caps with respect to each such REMIC 2 Regular Interest shall be
multiplied by a fraction, the numerator of which is the actual number of days in
the Accrual Period and the denominator of which is 30.

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

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

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

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

                  "MOM Loan": With respect to any applicable Mortgage Loan, 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.

                  "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5
Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate
or Class M-9 Certificate.

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

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

                  "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



                                       33
<PAGE>


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, (ii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) 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 or second priority security
interest in, a Mortgaged Property securing a Mortgage Note.

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

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

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

                  (1)      the Mortgage Loan identifying number;

                  (2)      [reserved];

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

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

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

                  (6)      the original months to maturity;

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

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



                                       34
<PAGE>


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

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

                  (11)     the stated maturity date;

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

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

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

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

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

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

                  (18)     the Mortgage Rate at origination;

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

                  (20)     the risk grade;

                  (21)     the Value of the Mortgaged Property;

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

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

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

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

                  (26)     the program code;



                                       35
<PAGE>


                  (27)     the Loan Group; and

                  (28)     the lien priority.

                  The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage Loans in the aggregate and for each
Loan Group as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan): (1) the number of Mortgage Loans (separately
identifying the number of Fixed-Rate Mortgage Loans and the number of
Adjustable-Rate Mortgage Loans); (2) the current Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and
(4) the weighted average remaining term to maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Servicer in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date
for such Mortgage Loan, determined in accordance with the definition of Cut-off
Date herein. On the Closing Date, the Depositor will deliver to the Servicer, as
of the Cut-off Date, an electronic copy of the Mortgage Loan Schedule.

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

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

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

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

                  "Mortgagor": The obligor on a Mortgage Note.



                                       36
<PAGE>


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

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

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

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

                  "Net WAC Rate": For any Distribution Date and any Class of the
Floating Rate Certificates, a per annum rate equal to the product of (a) a
fraction, expressed as a percentage, the numerator of which is the amount of
interest which accrued on the Mortgage Loans in the prior calendar month for
such Distribution Date minus the sum of the Trustee Fee, the Custodial Fee and
the aggregate Servicing Fee accrued for the Mortgage Loans and the denominator
of which is the sum of (i) the aggregate Principal Balance of the Mortgage Loans
as of the first day of the calendar month preceding the month of such
Distribution Date (or as of the Cut-off Date with respect to the first
Distribution Date) and (ii) any amounts on deposit in the Pre-Funding Accounts
and (b) a fraction whose numerator is 360 and whose denominator is the actual
number of days in the related Accrual Period. For federal income tax purposes,
the economic equivalent of such rate shall be expressed as the weighted average
of the REMIC 2 Pass-Through Rates on the REMIC 2 Regular Interests, weighted on
the basis of the Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.

                  "Net WAC Rate Carryover Amount": With respect to any Class of
the Floating Rate Certificates and any Distribution Date, the sum of (A) the
positive excess of (i) the amount of interest accrued on such Class of
Certificates on such Distribution Date calculated at the related Formula Rate,
over (ii) the amount of interest accrued on such Class of Certificates at the
Net WAC Rate for such Distribution Date and (B) the Net WAC Rate Carryover
Amount for the previous Distribution Date not previously paid, together with
interest thereon at a rate equal to the related Formula Rate for the most
recently ended Accrual Period.

                  "Net WAC Rate Carryover Reserve Account": The account
established and maintained pursuant to Section 4.07.



                                       37
<PAGE>


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

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

                  "Notional Amount": Immediately prior to any Distribution Date
with respect to the Class C Interest, the aggregate of the Uncertificated
Principal Balances of REMIC Regular 2 Interests (other than REMIC 2 Regular
Interest LTP).

                  "Offered Certificates": The Class A Certificates and the
Mezzanine Certificates offered to the public pursuant to the Prospectus
Supplement.

                  "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), or by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.

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

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

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

                  "Original Group I Pre-Funded Amount": The amount deposited by
the Depositor in the Group I Pre-Funding Account on the Closing Date, which
amount is $129,934,151.34.

                  "Original Group II Pre-Funded Amount": The amount deposited by
the Depositor in the Group II Pre-Funding Account on the Closing Date, which
amount is $ 137,345,173.98.

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

                  "Originators": Any of Accredited Home Lenders, Inc.,
Ameriquest Mortgage Company, The CIT Group/Consumer Finance, Inc., Residential
Mortgage Assistance Enterprise,



                                       38
<PAGE>


LLC and ResMAE Mortgage Corporation and WMC Mortgage Corp., or their respective
successor in interest, as the context requires.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming
that 100% of the Principal Remittance Amount is applied as a principal
distribution on such Distribution Date).

                  "Overcollateralization Floor": With respect to the Group I
Certificates, $2,010,826. With respect to the Group II Certificates, $1,879,176.
With respect to the Mezzanine Certificates and the Class B Certificates,
$3,890,002.

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

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the Stepdown Date, 1.25% of the sum of (a) the
aggregate Stated Principal Balance of the Initial Mortgage Loans as of the
Cut-off Date and (b) the Original Pre-Funded Amounts, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
2.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (y) 0.50% of the sum of (x) the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded
Amounts and (iii) on or after the Stepdown Date 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 Floating Rate Certificates to zero, the Overcollateralization Target Amount
shall be zero.

                  "Overcollateralized Amount": For any Distribution Date, the
amount equal to (i) the sum of (a) 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) any funds on deposit in the
Pre-Funding Accounts as of the related Determination Date (exclusive of any
investment income therein) minus (ii) the sum of the aggregate Certificate
Principal Balance of the Adjustable-Rate Certificates and the Class P
Certificates as of such Distribution Date after giving effect to distributions
to be made on such Distribution Date.

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



                                       39
<PAGE>


                  "Pass-Through Rate": With respect to any Class of the Floating
Rate Certificates and any Distribution Date, the lesser of (x) the related
Formula Rate for such Distribution Date and (y) the Net WAC Rate for such
Distribution Date. With respect to the Class C 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) 100% of the interest on REMIC 2 Regular
Interest LTP and (ii) interest on the Uncertificated Balance of each REMIC 2
Regular Interest listed in clause (y) at a rate equal to the related
Uncertificated REMIC 2 Pass-Through Rate minus the Marker Rate and the
denominator of which is (y) the aggregate Uncertificated Balance of REMIC 2
Regular Interests LTAA, LTIA1, LTIA2, LTIIA1, LTIIA2, LTAII3, LTM1, LTM2, LTM3,
LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTB1, LTB2, LTB3 and LTZZ.

                  With respect to the Class C Certificates, 100% of the interest
distributable to the Class C Interest, expressed as a per annum rate.

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

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

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

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued or managed by the Depositor, the Servicer, the
Trustee or any of their respective Affiliates or for which an Affiliate of the
Trustee serves as an advisor:

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

                  (ii)     (A) demand and time deposits in, certificates of
         deposit of, bankers' acceptances issued by or federal funds sold by any
         depository institution or trust company (including the Trustee or its
         agent acting in their respective commercial capacities) incorporated
         under the laws of the United States of America or any state thereof and
         subject to supervision and examination by federal and/or state
         authorities, so long as, at the time of such investment or contractual
         commitment providing for such



                                       40
<PAGE>


         investment, such depository institution or trust company (or, if the
         only Rating Agency is S&P, in the case of the principal depository
         institution in a depository institution holding company, debt
         obligations of the depository institution holding company) or its
         ultimate parent has a short-term uninsured debt rating in one of the
         two highest available ratings of Moody's and the highest available
         rating category of Fitch and S&P and provided that each such investment
         has an original maturity of no more than 365 days; and provided further
         that, if the only Rating Agency is S&P and if the depository or trust
         company is a principal subsidiary of a bank holding company and the
         debt obligations of such subsidiary are not separately rated, the
         applicable rating shall be that of the bank holding company; and,
         provided further that, if the original maturity of such short- term
         obligations of a domestic branch of a foreign depository institution or
         trust company shall exceed 30 days, the short-term rating of such
         institution shall be A-1+ in the case of S&P if S&P is the Rating
         Agency; and (B) any other demand or time deposit or deposit which is
         fully insured by the FDIC;

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

                  (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 S&P
         (and if rated by any other Rating Agency, also by such other Rating
         Agency) in its highest long-term unsecured rating category at the time
         of such investment or contractual commitment providing for such
         investment;

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

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

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



                                       41
<PAGE>


provided, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments
derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at par
of the underlying obligations.

                  "Permitted Transferee": Any transferee of a Residual
Certificate other than a Disqualified Organization or a non-U.S. Person.

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

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

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

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

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

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

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

                  (i)      the Mortgage Loan identifying number;

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

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

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

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



                                       42
<PAGE>


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

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day 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
Net Mortgage Rate on the amount of such Principal Prepayment for the number of
days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the date on which such prepayment is so
applied.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
from the first day of the related Prepayment Period through the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to interest on the amount of such Principal Prepayment for the
number of days commencing on the date such Principal Prepayment was applied and
ending on the last day of the calendar month preceding the month in which such
Distribution Date occurs.

                  "Prepayment Period": With respect to any Distribution Date,
the period commencing on the 16th day of the calendar month preceding the month
in which the related Distribution Date occurs and ending on the 15th day of the
calendar month in which such Distribution Date occurs.

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

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

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

                  "Prospectus Supplement": That certain Prospectus Supplement
dated February 24, 2005 relating to the public offering of the Class A
Certificates and the Mezzanine Certificates.



                                       43
<PAGE>


                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant by the Seller to or as contemplated by Section
2.03, 3.16(c) or 10.01, and as confirmed by an Officers' Certificate from the
Seller to the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as
provided in Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Servicer, which payment or
Advance had as of the date of purchase been distributed pursuant to Section
4.01, through the end of the calendar month in which the purchase is to be
effected, and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Servicer through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected, net
of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
and Advances that as of the date of purchase had been distributed as or to cover
REO Imputed Interest pursuant to Section 4.04, (iii) any unreimbursed Servicing
Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Section
3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, expenses reasonably incurred or to be incurred by the Servicer or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation by such loan of any predatory or abusive lending
law. With respect to an Originator and any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as
confirmed by a certificate of an Officer's Certificate of the related Originator
to the Trustee, an amount equal to the amount set forth pursuant to the terms of
the related Master Agreement.

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

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan by the Seller pursuant to the terms of
this Agreement or the Assignment Agreement which must, on the date of such
substitution, (i) have an outstanding Stated Principal Balance (or in the case
of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate Stated Principal Balance), after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, not
in excess of, and not more than 5% less than, the outstanding Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) if the Qualified Substitute Mortgage Loan is



                                       44
<PAGE>


an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater than
the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified Substitute
Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a next Adjustment Date
not more than two months later than the next Adjustment Date on the Deleted
Mortgage Loan, (vii) [reserved], (viii) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan, (ix) be current as of the date of substitution, (x) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (xi) have a risk grading
determined by the Originator at least equal to the risk grading assigned on the
Deleted Mortgage Loan, (xii) have been underwritten or reunderwritten by the
Originator in accordance with the same underwriting criteria and guidelines as
the Deleted Mortgage Loan, (xiii) be a first lien mortgage loan if the Deleted
Mortgage Loan is a first lien mortgage loan; and (xiv) conform to each
representation and warranty assigned to the Depositor pursuant to the 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 Stated Principal Balance, the Mortgage Rates described in clauses (ii)
through (vi) hereof shall be satisfied for each such mortgage loan, the risk
gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (viii) hereof shall be determined
on the basis of weighted average remaining term to maturity (provided that no
such mortgage loan may have a remaining term to maturity longer than the Deleted
Mortgage Loan), the Loan-to-Value Ratios described in clause (x) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be. 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.

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

                  "Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the portion of the Stated Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Mortgage Loan. If the Servicer receives Subsequent Recoveries with respect
to any Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are applied to
principal distributions on any Distribution Date.

                  "Record Date": With respect to (i) the Class P Certificates,
the Class C Certificates and the Residual Certificates, the Close of Business on
the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Floating Rate Certificates, the
Close of Business on the Business Day immediately preceding the related
Distribution Date; provided, however, that following the date on which
Definitive



                                       45
<PAGE>


Certificates for any of the Floating Rate Certificates are available pursuant to
Section 5.02, the Record Date for such Certificates that are Definitive
Certificates shall be the last Business Day of the calendar month preceding the
month in which the related Distribution Date occurs.

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

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

                  "Regular Certificate": Any of the Floating Rate Certificates,
Class C Certificates or Class P Certificates.

                  "Reimbursement amount": As defined in Section 3.29. "Relief
Act": The Servicemembers Civil Relief Act, as amended, or any state law
providing for similar relief.

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

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

                  "REMIC 1": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made consisting of: (i) such
Mortgage Loans as from time to time are subject to this Agreement, 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, the Distribution Account (subject to the last
sentence of this definition) and any REO Account and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, a REMIC election will



                                       46
<PAGE>


not be made with respect to the Pre-Funding Accounts, the Interest Coverage
Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover
Reserve Account, the Cap Contract, or any Servicer Prepayment Charge Payment
Amounts.

                  "REMIC 1 Regular Interests": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC 1 Regular
Interests: REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF, REMIC 1
Regular Interest LT2, REMIC 1 Regular Interest LT2PF and REMIC 1 Regular
Interest LTP.

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

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

                  "REMIC 2 Overcollateralization Target Amount": 1.00% of the
Overcollateralization Target Amount.

                  "REMIC 2 Overcollateralization Amount": With respect to any
date of determination, (i) 1.00% of the aggregate Uncertificated Principal
Balance of the REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2 Regular
Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular Interest LTP,
in each case as of such date of determination.

                  "REMIC 2 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and the amounts on deposit in the Pre-Funding Accounts (exclusive of
any investment income therein) and (ii) 1 minus a fraction, the numerator of
which is two times the aggregate Uncertificated Principal Balance of REMIC 2



                                       47
<PAGE>


Regular Interest LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2
Regular Interest LTB2 and REMIC 2 Regular Interest LTB3 and the denominator of
which is the aggregate Uncertificated Principal Balance of REMIC 2 Regular
Interest LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1,
REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2
Regular Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular
Interest LTZZ.

                  "REMIC 2 Regular Interests": One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall
accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC 2 Regular
Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC
2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2 Regular Interest LTB2,
REMIC 2 Regular Interest LTB3, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
Interest LTP.

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

                  "REMIC 4": The segregated pool of assets consisting of the
Class C Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Class C Certificates and the Class R-X Certificates (in respect
of the Class R-4 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

                  "REMIC 5": The segregated pool of assets consisting of the
Class P Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-5 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.



                                       48
<PAGE>


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

                  "REMIC Regular Interests": The REMIC 1 Regular Interests, the
REMIC 2 Regular Interests, the Class C Interest and the Class P Interest.

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

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

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

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

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

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
10.01 that is allocable to such REO Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to Section 3.23 in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.23 for unpaid Servicing Fees
in respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.

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

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

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16 of 1%) of the one-month United States dollar



                                       49
<PAGE>


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

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

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

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

                  "Seller": Greenwich Capital Financial Products, Inc., a
Delaware corporation, in its capacity as Seller under the Assignment Agreements.

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

                  "Sequential Trigger Event": A Sequential Trigger Event is in
effect on any Distribution Date if (i) before the 37th Distribution Date, the
aggregate amount of Realized Losses incurred since the Cut-off Date through the
last day of the related Due Period (after giving effect to scheduled payments
received or advanced on or before the related Determination Date and principal
prepayments received during the related Prepayment Period) divided by the sum of
(x) the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date
and (y) the Original Pre-Funded Amounts exceeds 3.50%, or (ii) on or after the
37th Distribution Date, a Trigger Event is in effect.

                  "Servicer": Select Portfolio Servicing, Inc., a Utah
corporation, or any successor servicer appointed as herein provided, in its
capacity as Servicer hereunder.

                  "Servicer Certification": As defined in Section 3.22(b)
hereof.



                                       50
<PAGE>


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

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

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

                  "Servicer Termination Test": With respect to any Distribution
Date, the Servicer Termination Test will be failed if the Cumulative Loss
Percentage the applicable percentages set forth below with respect to such
Distribution Date:


<TABLE>
<CAPTION>

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

<S>                                        <C>        <C>
 March 2008 through February 2009          4.50% for the first month, plus an additional 1/12th of
                                                      1.75% for each month thereafter.
 March 2009 through February 2010          6.25% for the first month, plus an additional 1/12th of
                                                      1.50% for each month thereafter.
 March 2010 through February 2011          7.75% for the first month, plus an additional 1/12th of
                                                      1.00% for each month thereafter.
 March 2011 and thereafter                                  8.75% for each month.
</TABLE>


                  "Servicing Advance Reimbursement Amount": As defined in
Section 3.29.

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property, (iv) obtaining broker price
opinions, (v) locating missing Mortgage Loan documents and (vi) compliance with
the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23. Servicing
Advances 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
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 (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": 0.50% per annum.



                                       51
<PAGE>


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

                  "Servicing Standard": As defined in Section 3.01.

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

                  "Startup Day": As defined in Section 9.01(b) hereof.

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

                  "Stepdown Date": The earlier to occur of (i) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (x) the
Distribution Date occurring in March 2008 and (y) the first Distribution Date on
which the Credit Enhancement Percentage (calculated for this purpose only



                                       52
<PAGE>


after taking into account payments of principal on the Mortgage Loans but prior
to 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 49.70%.

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

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

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

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

                  "Subsequent Mortgage Loan Interest": Any amount constituting a
monthly payment of interest received or advanced at the Net Mortgage Rate (less
the Trustee Fee Rate) with respect to (i) a Subsequent Group I Mortgage Loan
during the Due Period relating to the first three Distribution Dates in excess
of 0.00% per annum and (ii) a Subsequent Group II Mortgage Loan during the Due
Period relating to the first three Distribution Dates in excess of 0.00% per
annum. The Subsequent Mortgage Loan Interest shall be distributable to the Class
C Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of
any REMIC.

                  "Subsequent Assignment Agreement": The agreement among the
Depositor, the Seller and the related Originator, regarding the transfer of the
Subsequent Mortgage Loans by the Seller to the Depositor.

                  "Subsequent Recoveries": As of any Distribution Date, amounts
received by the Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.11) 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.



                                       53
<PAGE>


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

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

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

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

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

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

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

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

                  (a)      the Delinquency Percentage exceeds 30.00% of the
Credit Enhancement Percentage or

                  (b)      the aggregate amount of Realized Losses incurred
since the Cut-off Date through the last day of the related Due Period (reduced
by the aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Due Period) divided by the aggregate Stated
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and the
Original Pre-Funded Amounts exceeds the applicable percentages set forth below
with respect to such Distribution Date:


<TABLE>
<CAPTION>

 DISTRIBUTION DATE OCCURRING IN                             PERCENTAGE
 ------------------------------                             ----------
<S>                                       <C>        <C>
March 2008 through February 2009          3.50% for the first month, plus an additional 1/12th of
                                                     1.75% for each month thereafter.
March 2009 through February 2010          5.25% for the first month, plus an additional 1/12th of
                                                     1.50% for each month thereafter.
March 2010 through February 2011          6.75% for the first month, plus an additional 1/12th of
                                                     1.00% for each month thereafter.
March 2011 and thereafter                                  7.75% for each month.
</TABLE>



                                       54
<PAGE>


                  "Trust": Soundview Home Loan Trust 2005-1, the trust created
hereunder.

                  "Trust Fund": All of the assets of the Trust, which is the
trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC
5, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent
Mortgage Loan Interest, the Cap Contract and the right to receive any amounts
from the Net WAC Rate Carryover Reserve Account and any Servicer Prepayment
Charge Payment Amounts.

                  "Trustee": Deutsche Bank National Trust Company, a national
banking association, or any successor trustee appointed as herein provided.

                  "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder, which
amount shall equal one twelfth of the product of (i) the Trustee Fee Rate
(without regard to the words "per annum"), multiplied by (ii) (a) the aggregate
Principal Balance of the Mortgage Loans and any REO Properties (after giving
effect to scheduled payments of principal due during the Due Period relating to
the previous Distribution Date, to the extent received or advanced and
prepayments collected during the Prepayment Period relating to the previous
Distribution Date) and (b) any amounts in the Pre-Funding Accounts as of the
first day of the calendar month prior to the month of such Distribution Date
(or, in the case of the initial Distribution Date, as of the Cut-off Date).

                  "Trustee Fee Rate": 0.0030% per annum.

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

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

                  "Uncertificated Principal Balance": With respect to each REMIC
Regular Interest, the amount of such REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.08, and the
Uncertificated Principal Balance of REMIC



                                       55
<PAGE>


2 Regular Interest LTZZ shall be increased by interest deferrals as provided in
Section 4.08. With respect to the Class C 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 2 Regular Interests over (B) the
then aggregate Certificate Principal Balance of the Adjustable-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 REMIC Pass-Through Rate": The Uncertificated
REMIC 1 Pass-Through Rate or Uncertificated REMIC 2 Pass-Through Rate, as
applicable.

                  "Uncertificated REMIC 1 Pass-Through Rate": With respect to
REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LTP, and (i) the first
three Distribution Date, the weighted average of the Adjusted Net Mortgage Rates
of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average
of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect
to REMIC 1 Regular Interest LT2, and (i) the first three Distribution Dates, the
weighted average of the Adjusted Net Mortgage Rates of the Initial Group II
Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net
Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC 1 Regular
Interest LT1PF and (i) the first three Distribution Dates, 0.00% and (ii)
thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group
I Mortgage Loans. With respect to REMIC 1 Regular Interest LT2PF and (i) the
first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average
of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans.

                  "Uncertificated REMIC 2 Pass-Through Rate": For any
Distribution Date and each REMIC 2 Regular Interest, the weighted average of the
Uncertificated REMIC 1 Pass-Through Rate on the REMIC 1 Regular Interests,
weighted on the basis of the Uncertificated Principal Balance of each such REMIC
1 Regular Interest.

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

                  "United States Person" or "U.S. Person": A citizen or resident
of the United States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States, any state
thereof, or the District of Columbia (except in the case of a partnership, to
the extent provided in Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Residual Certificates, no partnership or
other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are required by
the applicable operative agreement to be United States Persons, or an estate the
income of which from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary



                                       56
<PAGE>


supervision over the administration of the trust and one or more United States
persons have authority to control all substantial decisions of the trust. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

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

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the lesser of (a) the value thereof as determined by an appraisal made for
the originator of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac, and (b) the value thereof as determined by a review appraisal conducted by
the Originator in the event any such review appraisal determines an appraised
value ten percent or more lower than the value thereof as determined by the
appraisal referred to in clause (i)(a) above and (ii) the purchase price paid
for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the lesser of (1) the
value determined by an appraisal made for the Originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review appraisal conducted by the
Originator in the event any such review appraisal determines an appraised value
ten percent or more lower than the value thereof as determined by the appraisal
referred to in clause (ii)(1) above.

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



                                       57
<PAGE>


                  SECTION 1.02 Accounting.

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

                  SECTION 1.03 Allocation of Certain Interest Shortfalls.

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

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,
the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated (i) with respect to the Group I Mortgage
Loans, to REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF, in
each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest;
provided, however, with respect to the first three Distribution Dates, such
amounts relating to the Initial Group I Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1 and such amounts relating to the Subsequent Group I
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF and (ii)
with respect to the Group II Mortgage Loans, to REMIC 1 Regular Interest LT2 and
REMIC 1 Regular Interest LT2PF, in each case to the extent of one month's
interest at the then applicable respective Uncertificated REMIC 1 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such
Uncertificated REMIC 1 Interest; provided, however, with respect to the first
three Distribution Dates, such amounts relating to the Initial Group II Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT2 and such amounts
relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1
Regular Interest LT2PF.

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 2 Regular Interests for any Distribution Date,
the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2 Regular



                                       58
<PAGE>


Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest
LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
LTB1, REMIC 2 Regular Interest LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2
Regular Interest LTZZ PRO RATA based on, and to the extent of, one month's
interest at the then applicable respective Uncertificated REMIC 2 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC 2
Regular Interest.



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<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01 Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon on and after the Cut-off Date
and all collections in respect of interest and principal due after the Cut-off
Date; (ii) property which secured each such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in
any insurance policies in respect of the Mortgage Loans; (iv) the rights of the
Depositor under the Master Agreements (as assigned to the Depositor pursuant to
the terms of the Assignment Agreements), (v) the right to receive any amounts
payable under the Cap Contract, (vi) all other assets included or to be included
in the Trust Fund and (vii) all proceeds of any of the foregoing. Such
assignment includes all interest and principal due and collected by the
Depositor or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

                  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 Holders of the Floating Rate Certificates. The
Depositor, the Servicer 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 its 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.

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

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



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<PAGE>


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

                  (iii)    unless the Mortgage Loan is registered on the MERS(R)
         System, an original Assignment, in form and substance acceptable for
         recording. The Mortgage shall be assigned either (A) in blank or (B) to
         "Deutsche Bank National Trust Company, as Trustee, without recourse";

                  (iv)     an original of any intervening assignment of Mortgage
         showing a complete chain of assignments (or to MERS if the Mortgage
         Loan is registered on the MERS(R) System and noting the presence of
         MIN);

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

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

                  The Depositor herewith also delivers to the Trustee an
executed copy of each Assignment Agreement and each Master Agreement.

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



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<PAGE>


File received with respect to any Mortgage Loan, including, but not limited to,
any original documents evidencing an assumption or modification of any Mortgage
Loan.

                  Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Trustee (or the Custodian on behalf of the Trustee) shall notify the Servicer
and the Servicer shall enforce the obligations of the Originator under the
related Master Agreement to cure such defect or deliver such missing document to
the Trustee or the Custodian within 90 days. If such Originator does not cure
such defect or deliver such missing document within such time period, the
Servicer shall use commercially reasonable efforts to attempt to enforce the
obligations of such Originator to either repurchase or substitute for such
Mortgage Loan in accordance with Section 2.03; provided, however, that the
Servicer 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 Servicer 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. In connection
with the foregoing, it is understood that the Trustee (or the Custodian on
behalf of the Trustee) shall have no duty to discover any such defects except in
the course of performing its review of the Mortgage Files to the extent set
forth herein.

                  Except with respect to any Mortgage Loan for which MERS is
identified on the Mortgage, the Trustee shall enforce the obligations of each
Originator under the related Master Agreement to cause the Assignments which
were delivered in blank to be completed and to record all Assignments referred
to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)
hereof. The Trustee shall enforce the obligations of each Originator under the
related Master Agreement to deliver such assignments for recording within 180
days of the Closing Date. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Trustee shall enforce the
obligations of each Originator under the related Master Agreement to promptly
have a substitute Assignment prepared or have such defect cured, as the case may
be, and thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless the Trustee and the
Depositor receive notice that such failure to record would result in a
withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates; provided, however, each Assignment, except with respect to any
Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted
for recording in the manner described above, at no expense to the Trust Fund or
Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders
of Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Servicer Event of Termination, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or
more Delinquent. In the event of (i) through (vi) set forth in the immediately
preceding sentence, the Trustee shall enforce the obligations of the Seller to
deliver such Assignments for recording as provided



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<PAGE>


above, promptly and in any event within 30 days following receipt of notice by
the Seller. Notwithstanding the foregoing, if the Seller fails to pay the cost
of recording the Assignments, such expense will be paid by the Trustee and the
Trustee shall be reimbursed for such expenses by the Trust.

                  In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date, the Trustee (or the
Custodian on behalf of the Trustee) shall cause (at the Seller's expense) such
endorsements to be completed as follows: "Pay to the order of Deutsche Bank
National Trust Company, as Trustee, without recourse."

                  The Servicer shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution; provided, however, that the Servicer shall provide the
Custodian with a certified true copy of any such document submitted for
recordation within two weeks of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of the
original within 365 days of its submission for recordation. In the event that
the Servicer cannot provide a copy of such document certified by the public
recording office within such 365 day period, the Servicer shall deliver to the
Custodian, within such 365 day period, an Officers' Certificate of the Servicer
which shall (A) identify the recorded document, (B) state that the recorded
document has not been delivered to the Custodian due solely to a delay caused by
the public recording office, (C) state the amount of time generally required by
the applicable recording office to record and return a document submitted for
recordation, if known and (D) specify the date the applicable recorded document
is expected to be delivered to the Custodian, and, upon receipt of a copy of
such document certified by the public recording office, the Servicer shall
immediately deliver such document to the Custodian. In the event the appropriate
public recording office will not certify as to the accuracy of such document,
the Servicer shall deliver a copy of such document certified by an officer of
the Servicer to be a true and complete copy of the original to the Custodian.

                  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.

                  SECTION 2.02 Acceptance by Trustee.

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



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<PAGE>


                  The Trustee agrees to execute and deliver to the Depositor and
the Servicer on or prior to the Closing Date an acknowledgment of receipt of the
related original Mortgage Note for each Initial Mortgage Loan (with any
exceptions noted), substantially in the form attached as Exhibit F-3 hereto.

                  The Trustee agrees and the Custodian shall agree (pursuant to
the Custodial Agreement), for the benefit of the Certificateholders, to review,
or that it has reviewed pursuant to Section 2.01 each Mortgage File on or prior
to the Closing Date, with respect to each Initial Mortgage Loan (or, with
respect to any document delivered after the Startup Day, within 45 days of
receipt and with respect to any Qualified Substitute Mortgage Loan, within 45
days after the assignment thereof). The Trustee further agrees and the Custodian
shall agree (pursuant to the Custodial Agreement), for the benefit of the
Certificateholders, to certify to the Depositor and the Servicer in
substantially the form attached hereto as Exhibit F-1, within 45 days after the
Closing Date, with respect to each Initial Mortgage Loan, or on or prior to the
Subsequent Transfer Date, with respect to each Subsequent Mortgage Loan (or,
with respect to any document delivered after the Startup Day, within 45 days of
receipt and with respect to any Qualified Substitute Mortgage, within 45 days
after the assignment thereof) that, as to each Mortgage Loan listed in the
respective Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
any Mortgage Loan specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents required
to be delivered to it pursuant to Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and appear on their face to relate to such Mortgage
Loan and (iii) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1) and (3) of the Mortgage Loan Schedule accurately reflects information set
forth in the Mortgage File. It is herein acknowledged that, in conducting such
review, the Trustee (or the Custodian, as applicable) is under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, legally
enforceable, valid or binding or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport
to be on their face.

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

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee (or the Custodian, as applicable) finds any document or documents
constituting a part of a Mortgage File to be missing or not to conform with
respect to any characteristics which are within the scope of the Trustee's (or
the Custodian's, as applicable) review as provided herein, at the conclusion of
its review, the Trustee shall so notify the Seller, the Depositor and the
Servicer. In addition, upon the discovery by the Depositor or the Servicer (or
upon receipt by the Trustee of written notification of such breach) of a breach
of any of the representations and warranties made by an Originator in the
related Master Agreement or the Seller in the Assignment Agreement in respect of
any Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the related



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<PAGE>


Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties to this Agreement.

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

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

                  (a)      Upon discovery or receipt of written notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by an Originator or the Seller, as applicable, of any
representation, warranty or covenant under a Master Agreement or an Assignment
Agreement, as applicable, in respect of any Mortgage Loan which materially
adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall promptly notify the Servicer of such
defect, missing document or breach and the Servicer shall request that the
related Originator deliver such missing document or that the related Originator
cure such defect or breach within 90 days from the date such Originator was
notified of such missing document, defect or breach, and if such Originator does
not deliver such missing document or cure such defect or breach in all material
respects during such period, the Servicer shall use commercially reasonable
efforts to attempt to enforce such Originator's obligation under the related
Master Agreement or the Seller's obligation under the related Assignment
Agreement and notify the Originator or the Seller, as applicable, of its
obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase
Price on or prior to the Determination Date following the expiration of such 90
day period (subject to Section 2.03(e)); provided, however, that the Servicer
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 Servicer 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. The Purchase Price for the
repurchased Mortgage Loan shall be remitted to the Servicer for deposit in the
Collection Account, and the Trustee (or the Custodian on behalf of the Trustee),
upon receipt of written certification from the Servicer of such deposit, shall
release to the related Originator or the Seller, as applicable, the related
Mortgage File and 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 Seller, as applicable, any Mortgage Loan released
pursuant hereto and the Trustee shall have no further responsibility with regard
to such Mortgage File (it being understood that neither the Trustee nor the
Custodian shall have any responsibility for determining the sufficiency of such
assignment for its intended purpose). In lieu of repurchasing any such



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<PAGE>


Mortgage Loan as provided above, an Originator or the Seller, as applicable, may
cause such Mortgage Loan to be removed from the Trust Fund (in which case it
shall become a Deleted Mortgage Loan) and substitute one or more Qualified
Substitute Mortgage Loans in the manner and subject to the limitations set forth
in Section 2.03(d); provided, however, the Seller may not substitute for any
Mortgage Loan which breaches a representation or warranty regarding abusive or
predatory lending laws. In furtherance of the foregoing, if an Originator or the
Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan
which is registered on the MERS(R) System, such Originator or the Seller, as
applicable, 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 such Originator or the Seller, as
applicable, and shall cause such Mortgage to be removed from registration on the
MERS(R) System in accordance with MERS' rules and regulations. It is understood
and agreed that the obligation of an 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 shall constitute the sole
remedy against any Originator or the Seller, as applicable, respecting such
omission, defect or breach available to the Trustee on behalf of the
Certificateholders.

                  In addition to the foregoing, within 120 days of the earlier
of discovery by the Seller or receipt of notice by the Seller of (i) the breach
of any representation or warranty of Residential Mortgage Assistance Enterprise,
LLC set forth in Section 7.02 of the ResMae Master Agreement which materially
and adversely affects the interests of the Certificateholders in any ResMae
Mortgage Loan and for which Residential Mortgage Assistance Enterprise, LLC has
failed to cure such breach in accordance with the terms of the ResMae Master
Agreement and (ii)(a) the fact that Residential Mortgage Assistance Enterprise,
LLC is no longer an operating company or (b) an Officers' Certificate certifying
to the fact that Residential Mortgage Assistance Enterprise, LLC is financially
unable to cure such breach pursuant to the terms of the ResMae Master Agreement,
the Seller shall take such action described in Section 2.03 in respect of such
ResMae Mortgage Loan. Such obligation of the Seller shall continue until such
time that the Rating Agencies inform the Depositor and the Seller in writing
that such obligation is no longer required in order for the Rating Agencies to
maintain their then-current ratings on the Certificates.

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

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

                  (d)      Any substitution of Qualified Substitute Mortgage
Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be
effected prior to the last Business Day



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<PAGE>


that is within two years after the Closing Date. As to any Deleted Mortgage Loan
for which an Originator or the Seller, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by such
Originator or the Seller, as applicable, delivering to the Trustee, for such
Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and
the Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with
an Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Adjustment
(as described below), if any, in connection with such substitution. The Trustee
shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans
and, within 45 days thereafter, shall review such documents as specified in
Section 2.02 and the Trustee shall deliver and the Custodian shall deliver
(pursuant to the Custodial Agreement) to the Servicer, with respect to such
Qualified Substitute Mortgage Loan or Loans, a certification substantially in
the form attached hereto as Exhibit F-1, with any applicable exceptions noted
thereon. Within one year of the date of substitution, the Trustee shall deliver
to the Servicer a certification substantially in the form of Exhibit F-2 hereto
with respect to such Qualified Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part of
the Trust Fund and will be retained by the related Originator or the Seller, as
applicable. For the month of substitution, distributions to Certificateholders
will reflect the collections and recoveries in respect of such Deleted Mortgage
Loan in the Due Period preceding the month of substitution and the 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
Depositor shall give or cause to be given written notice to the Trustee, who
shall forward such notice to the Certificateholders, that such substitution has
taken place, shall amend the Mortgage Loan Schedule to reflect the removal of
such Deleted Mortgage Loan from the terms of this Agreement and the substitution
of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of
such amended Mortgage Loan Schedule to the Trustee. Upon such substitution by an
Originator or the Seller, as applicable, 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 as of the date of substitution.

                  For any month in which an 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 Adjustment"), if any, by which the aggregate Purchase Price of all
such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified
Substitute Mortgage Loan, of the Stated Principal Balance thereof as of the date
of substitution, together with one month's interest on such Stated Principal
Balance at the applicable Mortgage Rate. On the date of such substitution, the
related Originator or the Seller, as applicable, will deliver or cause to be
delivered to the Servicer for deposit in the Collection Account an amount equal
to the Substitution Adjustment, if any, and the Trustee (or the Custodian on
behalf of the Trustee), upon receipt of the related Qualified Substitute
Mortgage Loan or Loans and certification by the Servicer of such deposit, shall
release to the related Originator or the Seller, as applicable, the related
Mortgage File or Files and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as such



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<PAGE>


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 an
Opinion of Counsel to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860F(a)(I) of the
Code or on "contributions after the startup date" under Section 860G(d)(I) of
the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding. If such Opinion of Counsel can not be delivered,
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.

                  (e)      Upon discovery by the Depositor, the Servicer or the
Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall within two Business Days give written notice thereof to the other parties
hereto. In connection therewith, the related Originator or the Depositor, as the
case may be, shall repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the related Originator 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 such Originator under the
related Assignment Agreement or (ii) the Depositor, if the affected Mortgage
Loan's status as a non-qualified mortgage is a breach of any representation or
warranty of the Depositor set forth in Section 2.06, or if its status as a
non-qualified mortgage is a breach of no representation or warranty. Any such
repurchase or substitution shall be made in the same manner as set forth in
Section 2.03(a) or 2.03(d), if made by an Originator, or Section 2.03(b), if
made by the Depositor. The Trustee (or the Custodian on behalf of the Trustee)
shall reconvey to the Depositor or the related Originator, as the case may be,
the Mortgage Loan to be released pursuant hereto in the same manner, and on the
same terms and conditions, as it would a Mortgage Loan repurchased for breach of
a representation or warranty.

                  (f)      Upon discovery or receipt of written notice of a
breach by the Seller of any representation, warranty or covenant made by the
Seller under the 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, and if either (i) such Mortgage Loan is not
in breach of any representation, warranty or covenant of the related Originator
or (ii) the related Originator has failed to remedy such representation,
warranty or covenant with respect to such Mortgage Loan, then the Trustee shall
promptly notify the Servicer of such breach and the Servicer shall request that
the Seller remedy such breach by the Seller, to the extent provided in the
Assignment Agreement, in the manner and within the time periods set forth in the
Assignment Agreement.



                                       68
<PAGE>


                  SECTION 2.04 Intentionally Omitted.

                  SECTION 2.05 Representations, Warranties and Covenants of the
                               Servicer.

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

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

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

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

                  (iv)     [Reserved];



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<PAGE>


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

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

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

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

                  (ix)     The Servicer will transmit full-file credit reporting
         data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement
         95-19 and that for each Mortgage Loan, the Servicer agrees to report
         one of the following statuses each month as follows: new origination,
         current, delinquent (30-, 60-, 90-days, etc.), foreclosed or charged
         off.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Depositor and the Certificateholders. Upon discovery by any of the
Depositor, the Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the Servicer and the Trustee. Notwithstanding the foregoing,
within 90 days of the earlier of discovery by the Servicer or receipt of notice
by the Servicer of the breach of the representation or covenant of the Servicer
set forth in Section 2.05(x) above which materially and adversely affects the
interests of the Holders of the Class P Certificates in any Prepayment Charge,
the Servicer must pay the amount of such waived Prepayment Charge, for the
benefit of the Holders of the Class P Certificates, by depositing such amount
into the Collection Account. The foregoing shall not, however, limit any
remedies available to the Certificateholders, the Depositor or the Trustee on
behalf of the Certificateholders, pursuant to the Master Agreements respecting a
breach of the representations, warranties and covenants of the Originators.



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                  SECTION 2.06 Representations and Warranties of the Depositor.

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

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

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

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

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

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

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

                  (vii)    The execution, delivery and performance of this
         Agreement by the Depositor, and the consummation of the transactions
         contemplated thereby, do not and will not result in a material breach
         or violation of any of the terms or provisions of, or, to the knowledge
         of the Depositor, constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Depositor is a party or by which the Depositor is bound or to which
         any of the property or assets of the Depositor is subject, nor will
         such actions result in any violation of the provisions of the articles
         of incorporation or by-laws of the Depositor or, to the best of the
         Depositor's knowledge without independent investigation, any statute or
         any order, rule or regulation



                                       71
<PAGE>


         of any court or governmental agency or body having jurisdiction over
         the Depositor or any of its properties or assets (except for such
         conflicts, breaches, violations and defaults as would not have a
         material adverse effect on the ability of the Depositor to perform its
         obligations under this Agreement);

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

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

                  SECTION 2.07 Issuance of Certificates.

                  The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery to it of the Mortgage Files, subject
to the provisions of Sections 2.01 and 2.02, together with the
assignment to it of all other assets included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee,
pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed, authenticated and delivered to
or upon the order of the Depositor, the Certificates in authorized
denominations. The interests evidenced by the Certificates constitute
the entire beneficial ownership interest in the Trust Fund.

                  SECTION 2.08 Conveyance of Subsequent Mortgage Loans.

                  (a)      Subject to the conditions set forth in paragraph (b)
below in consideration of the Trustee's delivery on the Subsequent Transfer
Dates to or upon the order of the Depositor of all or a portion of the balance
of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent
Transfer Date sell, transfer, assign, set over and convey without recourse to
the Trust Fund but subject to the other terms and provisions of this Agreement
all of the right, title and interest of the Depositor in and to (i) the
Subsequent Mortgage Loans identified on the



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<PAGE>


Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument
delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest
accruing thereon on and after the Subsequent Cut-off Date and all collections in
respect of interest and principal due after the Subsequent Cut-off Date and
(iii) all items with respect to such Subsequent Mortgage Loans to be delivered
pursuant to Section 2.01 and the other items in the related Mortgage Files;
provided, however, that the Depositor reserves and retains all right, title and
interest in and to principal received and interest accruing on the Subsequent
Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the
Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Servicer, the Trustee and the Certificateholders
to constitute and to be treated as a sale of the Subsequent Mortgage Loans by
the Depositor to the Trust Fund. The related Mortgage File for each Subsequent
Mortgage Loan shall be delivered to the Trustee at least three Business Days
prior to the related Subsequent Transfer Date.

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

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

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

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

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

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

                  (v)      the Funding Period shall not have terminated;



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<PAGE>


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

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

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

                  (c)      The obligation of the Trust Fund to purchase a
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the
satisfaction of the conditions set forth in the immediately preceding paragraph
and the accuracy of the following representations and warranties with respect to
each such Subsequent Mortgage Loan determined as of the applicable Subsequent
Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days
delinquent as of the last day of the month preceding the Subsequent Cut-off
Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan
will not be less than 120 months and will not exceed 360 months; (iii) the
Subsequent Mortgage Loan may not provide for negative amortization; (iv) such
Subsequent Mortgage Loan will not have a loan-to-value ratio greater than
100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent
Cut-off Date, a weighted average term since origination not in excess of 4
months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall
have a Mortgage Rate that is not less than 4.000% per annum or greater than
13.000% per annum; (vii) such Subsequent Mortgage Loan must have a first payment
date occurring on or before May 2005 and will include 30 days' interest thereon;
(viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the
Subsequent Mortgage Loan will have a Gross Margin not less than 3.500% per
annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan,
the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than
6.500% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate
not less than 3.500% per annum and (xi) such Subsequent Mortgage Loan shall have
been underwritten in accordance with the criteria set forth under "The
Originators" in the Prospectus Supplement.

                  (d)      Following the purchase of any Subsequent Group I
Mortgage Loan by the Trust, the Group I Mortgage Loans (including such
Subsequent Group I Mortgage Loans) will: (i) have a weighted average original
term to stated maturity of not more than 358 months; (ii) have a weighted
average Mortgage Rate of not less than 7.250% per annum and not more than 7.500%
per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than
100.00%; (iv) have no Mortgage Loan with a Stated Principal Balance at
origination which does not conform to Fannie Mae and Freddie Mac loan limits;
(v) will consist of Mortgage Loans with



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<PAGE>


Prepayment Charges representing no less than approximately 70% by aggregate
Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted
average FICO score of not less than 600, (vii) have no more than 13% of
Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I
Mortgage Loans and (viii) the Adjustable-Rate Group I Mortgage Loans will have a
weighted average Gross Margin not less than 5.75% per annum. In addition,
approximately 31% of the Group I Mortgage Loans will have been originated by
Accredited, approximately 33% of the Group I Mortgage Loans will have been
originated by Argent, approximately 4% of the Group I Mortgage Loans will have
been originated by WMC and approximately 32% of the Group I Mortgage Loans will
have been originated by the ResMAE Originators. For purposes of the calculations
described in this paragraph, percentages of the Group I Mortgage Loans will be
based on the Stated Principal Balance of the Initial Group I Mortgage Loans as
of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I
Mortgage Loans as of the related Subsequent Cut-off Date.

                  Following the purchase of any Subsequent Group II Mortgage
Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group
II Mortgage Loans) will: (i) have a weighted average original term to stated
maturity of not more than 350 months; (ii) have a weighted average Mortgage Rate
of not less than 7.25% per annum and not more than 7.50% per annum; (iii) have a
weighted average Loan-to-Value Ratio of not more than 100.00%; (iv) have no
Mortgage Loan with a principal balance in excess of $1,000,000; (v) will consist
of Mortgage Loans with Prepayment Charges representing no less than 75% by
aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) have a
weighted average FICO score of not less than 615, (vii) have no more than 20% of
Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II
Mortgage Loans and (viii) the Adjustable-Rate Group II Mortgage Loans will have
a weighted average Gross Margin not less than 5.50% per annum. In addition,
approximately 19% of the Group II Mortgage Loans will have been originated by
Accredited, approximately 13% of the Group II Mortgage Loans will have been
originated by Argent, approximately 21% of the Group II Mortgage Loans will have
been originated by CIT, approximately 12% of the Group II Mortgage Loans will
have been originated by WMC and approximately 34% of the Group II Mortgage Loans
will have been originated by the ResMAE Originators. For purposes of the
calculations described in this paragraph, percentages of the Group II Mortgage
Loans will be based on the Stated Principal Balance of the Initial Group II
Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the
Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.

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

                  SECTION 2.09 Acceptance of REMIC 1, REMIC 2, REMIC 3, REMIC 4
                               and REMIC 5 by the Trustee; Conveyance of
                               REMIC 1 Regular



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<PAGE>


                               Interests, Class C Interest and Class P
                               Interest; Issuance of Certificates.

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

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

                  (c)      The Depositor concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC 2 Regular Interests for the benefit of the holders
of the REMIC 2 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-3 Interest). The Trustee acknowledges
receipt of the REMIC 1 Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the holders of the
REMIC 3 Regular Interests and the Class R Certificates (in respect of the Class
R-3 Interest). The interests evidenced by the Class R-3 Interest, together with
the Regular Certificates (other than the Class C Certificates and Class P
Certificates), constitute the entire beneficial ownership interest in REMIC 3.

                  (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 C Interest (which is uncertificated) for the
benefit of the Holders of the Class C Certificates and the Class R-X
Certificates (in respect of the Class R-4 Interest). The interests evidenced by
the Class R-4 Interest, together with the Class C Certificates, constitute the
entire beneficial ownership interest in REMIC 4.

                  (e)      The Depositor concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all



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<PAGE>


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-5
Interest). The interests evidenced by the Class R-5 Interest, together with the
Class P Certificates, constitute the entire beneficial ownership interest in
REMIC 5.

                  (f)      In exchange for the REMIC 1 Regular Interests and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the REMIC 2 Regular Interests in authorized denominations, the REMIC 2 Regular
Interests, together the Class R Certificates (in respect of the Class R-2
Interest), evidence the entire beneficial ownership interest in REMIC 2.

                  (g)      In exchange for the REMIC 2 Regular Interests and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the Regular Certificates (other than the Class C Certificates and Class P
Certificates) in authorized denominations, which Certificates, together with the
Class C Interests and Class P Interests and the Class R Certificates (in respect
of the Class R-3 Interest), evidence the entire beneficial ownership interest in
REMIC 3.

                  (h)      In exchange for the Class C Interest and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the Class C Certificates in authorized denominations, which Certificates,
together with the Class R-X Certificates (in respect of the Class R-4 Interest),
evidence the entire beneficial ownership interest in REMIC 4.

                  (i)      In exchange for the Class P Interest and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the Class P Certificates in authorized denominations, which Certificates,
together with the Class R-X Certificates (in respect of the Class R-5 Interest),
evidence the entire beneficial ownership interest in REMIC 5.

                  (j)      Concurrently with (i) the assignment and delivery to
the Trustee of REMIC 1 (including the Residual Interest therein represented by
the Class R-1 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section 2.09(a), (ii) the assignment and delivery
to the Trustee of REMIC 3 (including the Residual Interest therein represented
by the Class R-3 Interest) and the acceptance by the Trustee thereof, pursuant
to Section 2.09(b), (iii) the assignment and delivery to the Trustee of REMIC 4
(including the Residual Interest therein represented by the Class R-4 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(c) and (iv)
the assignment and delivery to the Trustee of REMIC 5 (including the Residual
Interest therein represented by the Class R-5 Interest) and the acceptance by
the Trustee thereof, pursuant to Section 2.09(d), the Trustee, pursuant to the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor, the
Class R Certificates (evidencing the Class R-1 Interest, the



                                       77
<PAGE>


Class R-2 Interest and the Class R-3 Interest) and the Class R-X Certificates
(evidencing the Class R-4 and Class R-5 Interest) in authorized denominations.



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<PAGE>


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01 Servicer to Act as Servicer.

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

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

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

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

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

                  To the extent consistent with the foregoing, the Servicer (a)
shall seek the timely and complete recovery of principal and interest on the
Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a
Prepayment Charge only under the following circumstances: (i) such waiver is
standard and customary in servicing similar Mortgage Loans and (ii) 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,
(iii) the collection of such Prepayment Charge would be in violation of
applicable laws or (iv) the Servicer has not received information and
documentation sufficient to confirm the existence or amount of such Prepayment
Charge. If a Prepayment Charge is waived as permitted by meeting the standard
described in clauses (iii) or (iv) above, then the Servicer shall make
commercially reasonable efforts to attempt to enforce the obligations of the
related Originator under the related 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 Servicer 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
Servicer 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 Servicer makes a good faith
determination as evidenced by an officer's certificate delivered by the Servicer
to the Trustee, that the Servicer's efforts are not



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reasonably expected to be successful in enforcing such rights, it shall notify
the Trustee of such failure and the Trustee, with the cooperation of the
Servicer, shall enforce the obligation of the related Originator under the
related 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, the Servicer and the Depositor shall consult on further
actions to be taken against such Originator.

                  Subject only to the above-described servicing standards and
the terms of this Agreement and of the Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer, in the name of
the Trust Fund, is hereby authorized and empowered by the Trustee when the
Servicer believes it appropriate in its best judgment in accordance with the
Servicing Standard, to execute and deliver, on behalf of the Certificateholders
and the Trustee, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. The Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, within five (5)
days of the Closing Date, the Trustee shall execute and furnish to the Servicer
and any Sub-Servicer any special or limited powers of attorney and other
documents necessary or appropriate to enable the Servicer or any Sub-Servicer to
carry out their servicing and administrative duties hereunder; PROVIDED, such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable for
the actions by the Servicer or any Sub-Servicers under such powers of attorney.

                  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(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) 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 incurred in
connection with the actions described in the preceding sentence or as a result
of MERS discontinuing or becoming unable to continue operations in connection
with the MERS(R) System, shall be reimbursable to the Servicer by withdrawal
from the Collection Account pursuant to Section 3.11.



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

                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.04) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the Stated Principal Balance (except for reductions
resulting from actual payments of principal) or change the final maturity date
on such Mortgage Loan (unless, in any such case, as provided in Section 3.07,
the Mortgagor is in default with respect to the Mortgage Loan or such default
is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any
modification, waiver or amendment of any term of any Mortgage Loan that would
both (A) effect an exchange or reissuance of such Mortgage Loan under Section
1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause
any REMIC created hereunder to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions after the
startup date" under the REMIC Provisions.

                  The Servicer shall also undertake to defend, with respect to a
claim against the Trustee or the Trust, any claims against the Trust, the
Trustee or itself by a Mortgagor which relate to or affect the servicing of any
Mortgage Loan. This shall not be construed as an assumption of liability in such
matters. The Trustee shall notify the Servicer of any such claim as soon as
practicable after receiving notice of such claim. The Servicer shall not be
liable for any delay in responding to any claim of which it has not received
timely notice. The Trustee shall cooperate with the Servicer in all aspects of
the defense of such claims, including the timely delivery of all relevant
litigation files and other related information. In the event the Servicer acts
on behalf of the Trustee, the Trust or itself in any such litigation, the Trust
shall pay all costs and expenses (including attorneys' fees, court costs,
settlements and judgments) associated with the defense and management of such
claim; provided, however, that the Servicer shall not be indemnified for any
such cost or expense relating to claims against the Servicer and incurred by
reason of its willful misfeasance, bad faith or negligence in the performance of
its duties hereunder.

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

                  (a)      The Servicer may enter into Sub-Servicing Agreements
with Sub-Servicers, which may be Affiliates of the Servicer, for the servicing
and administration of the Mortgage Loans; provided, however, such sub-servicing
arrangement and the terms of the related Sub-Servicing Agreement must provide
for the servicing of the Mortgage Loans in a manner consistent with the
servicing arrangement contemplated hereunder. The Trustee is hereby



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authorized to acknowledge, at the request of the Servicer, any Sub-Servicing
Agreement. No such acknowledgment shall be deemed to imply that the Trustee has
consented to any such Sub-Servicing Agreement, has passed upon whether such
Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement or has passed upon whether such
Sub-Servicing Agreement is otherwise permitted under this Agreement. The
Servicer may, in connection with its duties as Servicer hereunder, enter into
transactions with any of its Affiliates relating to the Mortgage Loans;
provided, that (i) such transaction is in the ordinary course of business of the
Servicer, and (ii) the terms of such transaction are no less favorable to the
Servicer than it would obtain in a comparable arm's-length transaction with a
person that is not an Affiliate of the Servicer.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. Any variation in any Sub-Servicing
Agreements from the provisions set forth in Section 3.08 relating to insurance
or priority requirements of Sub-Servicing Accounts, or credits and charges to
the Sub-Servicing Accounts or the timing and amount of remittances by the
Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Servicer's execution and delivery of
such instruments.

                  (b)      As part of its servicing activities hereunder, the
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement, 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



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termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Servicer without any act or deed on the
part of such Sub-Servicer or the Servicer, and the Servicer either shall service
directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

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

                  SECTION 3.04 Liability of the Servicer.

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

                  SECTION 3.05 No Contractual Relationship Between Sub-Servicers
                               and the Trustee or Certificateholders.

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

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

                  In the event the Servicer shall for any reason no longer be
the servicer (including by reason of the occurrence of a Servicer Event of
Termination), the Trustee, in addition to its duties under Section 7.02, shall
thereupon assume all of the rights and obligations of the Servicer under each
Sub-Servicing Agreement that the Servicer may have entered into, unless the
Trustee elects to terminate any Sub-Servicing Agreement in accordance with its
terms as provided in Section 3.03. Upon such assumption, the Trustee (or the
successor servicer appointed pursuant to



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Section 7.02) shall be deemed, subject to Section 3.03, to have assumed all of
the departing Servicer's interest therein and to have replaced the departing
Servicer as a party to each Sub-Servicing Agreement to the same extent as if
each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the departing Servicer shall not thereby be relieved of any liability
or obligations under any Sub-Servicing Agreement that arose before it ceased to
be the Servicer and (ii) neither the Trustee nor any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

                  The Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party. All Servicing Transfer Costs
shall be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer is the Trustee or
it defaults in its obligation to pay such costs, such costs shall be paid by the
successor Servicer or the Trustee (in which case the successor Servicer or the
Trustee, as applicable, shall be entitled to reimbursement therefor from the
assets of the Trust).

                  SECTION 3.07 Collection of Certain Mortgage Loan Payments.

                  The Servicer shall make reasonable efforts, in accordance with
the Servicing Standard, to collect all payments called for under the terms and
provisions of the Mortgage Loans and the provisions of any applicable insurance
policies provided to the Servicer. Consistent with the foregoing, the Servicer
may in its discretion (i) waive any late payment charge or, if applicable, any
penalty interest or any provisions of any Mortgage Loan requiring the related
Mortgagor to submit to mandatory arbitration with respect to disputes arising
thereunder, or (ii) extend the due dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; provided, however, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely Advances on such Mortgage Loan during such
extension pursuant to Section 4.04 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"). The Servicer's analysis supporting any
forbearance and the conclusion that any forbearance meets the standards of
Section 3.01 shall be reflected in writing in the Mortgage File.



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                  SECTION 3.08 Sub-Servicing Accounts.

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

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

                  To the extent required by the related Mortgage Note, the
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the "Escrow Accounts"), into which all Escrow
Payments shall be deposited and retained. Escrow Accounts shall be Eligible
Accounts. The Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities, all Escrow Payments collected on
account of the Mortgage Loans and shall deposit in the Escrow Accounts, in no
event more than two Business Days after the receipt of such Escrow Payments, all
Escrow Payments collected on account of the Mortgage Loans for the purpose of
effecting the payment of any such items as required under the terms of this
Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i)
effect payment of taxes, assessments, hazard insurance premiums, and comparable
items in a manner and at a time that assures that the lien priority of the
Mortgage is not jeopardized (or, with respect to the payment of taxes, in a
manner and at a time that avoids the loss of the Mortgaged Property due to a tax
sale or the foreclosure as a result of a tax lien); (ii) reimburse the Servicer
(or a Sub-Servicer to the extent provided in the related Sub-Servicing
Agreement) out of related collections for any Servicing Advances made pursuant
to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with
respect to hazard insurance); (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest, if required and as described
below, to Mortgagors on balances in the Escrow Account; or (v) clear and
terminate the Escrow Account at the termination of the Servicer's obligations
and responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article X. In the event the Servicer shall deposit in a Escrow
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Escrow Account, any provision herein to the
contrary notwithstanding. The Servicer will be responsible for the
administration of the Escrow Accounts and will be obligated to make Servicing
Advances to such accounts when and as



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necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or
which the Servicer knows, or in the exercise of the required standard of care of
the Servicer hereunder should know, is necessary to avoid the loss of the
Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien. If any such payment has not been made and the Servicer receives notice of
a tax lien with respect to the Mortgage being imposed, the Servicer will, within
10 Business Days of receipt of such notice, advance or cause to be advanced
funds necessary to discharge such lien on the Mortgaged Property. As part of its
servicing duties, the Servicer or any Sub-Servicers shall pay to the Mortgagors
interest on funds in the Escrow Accounts, to the extent required by law and, to
the extent that interest earned on funds in the Escrow Accounts is insufficient,
to pay such interest from its or their own funds, without any reimbursement
therefor. The Servicer may pay to itself any excess interest on funds in the
Escrow Accounts, to the extent such action is in conformity with the Servicing
Standard, is permitted by law and such amounts are not required to be paid to
Mortgagors or used for any of the other purposes set forth above.

                  SECTION 3.10 Collection Account and Distribution Account.

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

                  (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
         Servicing Fee) on each Mortgage Loan;

                  (iii)    all Insurance Proceeds, Net Liquidation Proceeds,
         Subsequent Recoveries and condemnation proceeds (other than proceeds
         collected in respect of any particular REO Property and amounts paid in
         connection with a purchase of Mortgage Loans and REO Properties
         pursuant to Section 10.01);

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

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



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<PAGE>


                  (vi)     all proceeds of any Mortgage Loan repurchased or
         purchased in accordance with Section 2.03, Section 3.16(c) or Section
         10.01;

                  (vii)    all amounts required to be deposited in connection
         with Substitution Adjustments 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.

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

                  (b)      On behalf of the Trust Fund, the Trustee shall
establish and maintain one or more segregated, non-interest bearing trust
accounts (such account or accounts, the "Distribution Account"), held in trust
for the benefit of the Trustee and the Certificateholders. On behalf of the
Trust Fund, the Servicer shall deliver to the Trustee in immediately available
funds for deposit in the Distribution Account on or before 1:00 p.m. New York
time on the Servicer Remittance Date, that portion of the Available Funds
(calculated without regard to the references in the definition thereof to
amounts that may be withdrawn from the Distribution Account) for the related
Distribution Date then on deposit in the Collection Account, the amount of all
Prepayment Charges collected during the applicable Prepayment Period by the
Servicer and Servicer Prepayment Charge Payment Amounts in connection with the
Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account, the amount of any funds reimbursable to an Advancing Person
pursuant to Section 3.29 (unless such amounts are to be remitted in another
manner as specified in the documentation establishing the related Advance
Facility).

                  If, by 1:00 p.m. New York time, on the Servicer Remittance
Date, the Servicer fails to remit to the Trustee for deposit into the
Distribution Account any amounts required to be so remitted by the Servicer
pursuant to this Agreement, the Servicer shall pay to the Trustee, for its own
account, interest on such amounts at the prime rate for such date (as set forth
in the WALL STREET JOURNAL).

                  (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 written notice to
the Trustee of the location of the Collection Account maintained by it when
established and prior to any change thereof. The Trustee shall give notice to
the Servicer and the Depositor of the location of the Distribution Account when
established and prior to any change thereof.



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<PAGE>


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

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

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

                  (iii)    any amounts to be paid by the Servicer in connection
         with a purchase of Mortgage Loans and REO Properties pursuant to
         Section 10.01;

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

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

                  SECTION 3.11 Withdrawals from the Collection Account and
                               Distribution Account.

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

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

                  (ii)     subject to Section 3.16(d), to reimburse the Servicer
         for (a) any unreimbursed Advances to the extent of amounts received
         which represent Late Collections (net of the related Servicing Fees),
         Liquidation Proceeds and Insurance Proceeds on Mortgage Loans or REO
         Properties with respect to which such Advances were made in accordance
         with the provisions of Section 4.04; or (b) without limiting any right
         of withdrawal set forth in clause (vi) below, any unreimbursed Advances
         that, upon a Final Recovery Determination with respect to such Mortgage
         Loan, are Nonrecoverable Advances, but only to the extent that Late
         Collections (net of the related Servicing Fees), Liquidation Proceeds
         and Insurance Proceeds received with respect to such Mortgage Loan are
         insufficient to reimburse the Servicer for such unreimbursed Advances;



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                  (iii)    subject to Section 3.16(d), to pay the Servicer or
         any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed
         Servicing Advances with respect to each Mortgage Loan, but only to the
         extent of any Late Collections, Liquidation Proceeds and Insurance
         Proceeds received with respect to such Mortgage Loan or REO Property,
         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, upon a Final Recovery Determination with respect to such 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 Servicing Advances;

                  (iv)     to pay to the Servicer as additional 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 itself, an Originator or the Seller, as
         applicable, with respect to each Mortgage Loan that has previously been
         purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all
         amounts received thereon subsequent to the date of purchase or
         substitution, as the case may be;

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

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

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

                  (ix)     to pay itself any Prepayment Interest Excess;

                  (x)      to clear and terminate the Collection Account
         pursuant to Section 10.01; and

                  (xi)     to withdraw any amount deposited in the Collection
         Account and not required to be deposited therein.

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

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



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

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

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

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

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

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

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

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

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

                  (viii)   to pay to the Custodian, the Custodian Fee.

                  SECTION 3.12 Investment of Funds in the Collection Account,
                               the Distribution Account the Pre-Funding Accounts
                               and the Interest Coverage Accounts.

                  (a)      The Servicer may direct any depository institution
maintaining the Collection Account and any REO Account to invest the funds on
deposit in such accounts, the Depositor may direct any depository institution
maintaining the Pre-Funding Accounts and the Interest Coverage Accounts, and the
Trustee may invest the funds on deposit in the Distribution Account or hold such
funds uninvested (each such account, for the purposes of this Section 3.12, an
"Investment Account"). All investments pursuant to this Section 3.12 shall be in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee
is the obligor thereon or if such investment is managed or advised by a Person
other than the Trustee or an Affiliate of the Trustee, and (ii) no later than
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trustee is the obligor thereon or if such
investment is managed or advised by the Trustee or any Affiliate. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its



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capacity as such), or in the name of a nominee of the Trustee. The Trustee shall
be entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account, any REO Account, the Interest Coverage
Accounts and the Pre-Funding Accounts, and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trustee or its agent,
together with any document of transfer necessary to transfer title to such
investment to the Trustee or its nominee. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Trustee shall:

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

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

                  (b)      All income and gain realized from the investment of
funds deposited in the Collection Account and any REO Account held by or on
behalf of the Servicer shall be for the benefit of the Servicer and shall be
subject to its withdrawal in accordance with Section 3.11, Section 3.29 or
Section 3.23, as applicable. The Servicer shall deposit in the Collection
Account or any REO Account, as applicable, the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
Account immediately upon realization of such loss.

                  All income and gain realized from the investment of funds
deposited in the Pre-Funding Accounts or the Interest Coverage Accounts held by
or on behalf of the Depositor shall be for the benefit of the Depositor and
shall be subject to its withdrawal in accordance with Section 4.05. The
Depositor shall cause the Seller to deposit in the Pre-Funding Accounts or the
Interest Coverage Accounts the amount of any loss of principal incurred in
respect of any such Permitted Investment made with funds in such accounts
immediately upon realization of such loss.

                  (c)      All income and gain realized from the investment of
funds deposited in the Distribution Account shall be for the benefit of the
Trustee. The Trustee shall deposit in the Distribution Account the amount of any
loss of principal incurred in respect of any such Permitted Investment made with
funds in such Account immediately upon realization of such loss. Notwithstanding
the foregoing, the Trustee may at its discretion, and without liability, hold
the funds in the Distribution Account uninvested.

                  (d)      Except as otherwise expressly provided in this
Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required
under any Permitted Investment, the Trustee may and, subject to Section 8.01 and
Section 8.02(a)(v), upon the request of the Holders of Certificates representing



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more than 50% of the Voting Rights allocated to any Class of Certificates, shall
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

                  (e)      The Trustee or its Affiliates are permitted to
receive additional compensation that could be deemed to be in the Trustee's
economic self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Permitted Investments, (ii) using Affiliates to effect transactions in
certain Permitted Investments and (iii) effecting transactions in certain
Permitted Investments. Such compensation shall not be considered an amount that
is reimbursable or payable to the Trustee pursuant to Section 3.11 or 3.12 or
otherwise payable in respect of extraordinary Trust Fund expenses.

                  SECTION 3.13 [Reserved].

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

                  (a)      The Servicer shall cause to be maintained for each
Mortgage Loan hazard insurance with extended coverage on the Mortgaged Property
in an amount which is at least equal to the lesser of (i) the current Principal
Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate
for any damage or loss to the improvements that are a part of such property on a
replacement cost basis, in each case in an amount not less than such amount as
is necessary to avoid the application of any coinsurance clause contained in the
related hazard insurance policy. The Servicer shall also cause to be maintained
hazard insurance with extended coverage on each REO Property in an amount which
is at least equal to the lesser of (i) the maximum insurable value of the
improvements which are a part of such property and (ii) the outstanding
Principal Balance of the related Mortgage Loan at the time it became an REO
Property. The Servicer will comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or amounts to be released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11, if received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.23, if received in respect of an REO Property. Any cost incurred by the
Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
Principal Balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood 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 and
flood insurance has been made available, the Servicer will cause to be
maintained a flood insurance policy in respect thereof.



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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 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 on terms substantially
equivalent to those commercially available and maintained by competent
servicers, 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 servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Depositor, the Trustee
and Certificateholders, claims under any such blanket policy in a timely fashion
in accordance with the terms of such policy.

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

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

                  The Servicer will, to the extent it has 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 be required to take such action if in its sole
business judgment the Servicer believes it is not in the best interests of the
Trust Fund and shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the



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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 the extent permitted under
the related Mortgage Note, 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 current underwriting criteria of the Servicer
for a mortgage loan similar to the related Mortgage Loan. In connection with any
assumption, modification or substitution, the Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Servicer shall not take or enter
into any assumption and modification agreement, however, unless (to the extent
practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy. Any fee collected by the Servicer in respect of an assumption,
modification or substitution of liability agreement shall be retained by the
Servicer as additional servicing compensation. In connection with any such
assumption, no material term of the Mortgage Note (including but not limited to
the related Mortgage Rate and the amount of the Monthly Payment) may be amended
or modified, except as otherwise required pursuant to the terms thereof. The
Servicer shall notify the Trustee that any such substitution, modification or
assumption agreement has been completed by forwarding to the Trustee the
executed original of such substitution, modification or assumption agreement,
which document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof.

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

                  SECTION 3.16 Realization Upon Defaulted Mortgage Loans.

                  (a)      The Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07. Title to any such property shall be taken in the name of the
Trustee or its nominee, on behalf of the Certificateholders, subject to
applicable law. The Servicer shall be responsible for all costs and expenses
incurred by it in any such proceedings; provided, however, that such costs and
expenses will be recoverable as Servicing Advances by the Servicer as
contemplated in Section 3.11(a) and Section 3.23. The foregoing is subject to
the provision that, in any case in



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which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.

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

                  (A)      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

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

                  The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund; provided that any amounts disbursed by the Servicer
pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to
Section 4.04(d). The cost of any such compliance, containment, clean-up or
remediation shall be advanced by the Servicer, subject to the Servicer's



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right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(vii), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  (c)      The Servicer may, at its option, purchase a Mortgage
Loan which has become 90 or more days delinquent or for which the Servicer has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(c), the Servicer shall be required to continue to make Advances
pursuant to Section 4.04. The Servicer shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the interests of
the Certificateholders. The Servicer shall purchase such delinquent Mortgage
Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
purchase of a Mortgage Loan pursuant to this Section 3.16(c) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price. Upon the satisfaction of the requirements set forth in Section 3.17(a),
the Trustee shall immediately deliver the Mortgage File and any related
documentation to the Servicer and will execute such documents provided to it as
are necessary to convey the Mortgage Loan to the Servicer.

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

                  SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.

                  (a)      Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer shall deliver to the
Trustee (or the Custodian on behalf of the Trustee), in written (with two
executed copies) or electronic format, a Request for Release in the form of
Exhibit E hereto (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section
3.10 have been or will be so deposited) signed by a Servicing Officer (or in a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer) and shall request delivery to it or
its designee of the Mortgage File. Upon receipt of such certification and
request, the Trustee (or the Custodian on behalf of the Trustee) shall, within
three Business Days, release the related Mortgage File to the Servicer or its
designee (which, shall be sent by overnight mail at the Servicer's expense) and
the Servicer is authorized to cause the removal from the registration on the
MERS(R) System of any such Mortgage Loan, if applicable. Except as otherwise
provided herein, no expenses incurred in



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connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or the Distribution Account.

                  (b)      From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan, including, for this purpose,
collection under any insurance policy relating to the Mortgage Loans, the
Trustee (or the Custodian on behalf of the Trustee) shall, upon any request made
by or on behalf of the Servicer and delivery to the Trustee (or the Custodian on
behalf of the Trustee) of two executed copies of a written Request for Release
in the form of Exhibit E hereto signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer), release the related Mortgage File to the
Servicer or its designee within three Business Days, which, shall be sent by
overnight mail, at the expense of the Servicer or the related Mortgagor, and the
Trustee (or the Custodian on behalf of the Trustee) shall, at the written
direction of the Servicer, execute such documents provided to it by the Servicer
as shall be necessary to the prosecution of any such proceedings. Such Request
for Release shall obligate the Servicer to return each and every document
previously requested from the Mortgage File to the Trustee (or the Custodian on
behalf of the Trustee) when the need therefor by the Servicer no longer exists,
unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Collection Account or
the Mortgage File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Servicer has
delivered, or caused to be delivered, to the Trustee (or the Custodian on behalf
of the Trustee) an additional Request for Release certifying as to such
liquidation or action or proceedings. Upon the request of the Trustee (or the
Custodian on behalf of the Trustee), the Servicer shall provide notice to the
Trustee (or the Custodian on behalf of the Trustee) of the name and address of
the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a Request for Release, in
written (with two executed copies) or electronic format (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer), from a Servicing Officer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan has become
an REO Property, such Mortgage Loan shall be released by the Trustee (or the
Custodian on behalf of the Trustee) to the Servicer or its designee within three
Business Days.

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



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behalf of 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 (or the Custodian on behalf of 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 its activities hereunder, the Servicer
shall be entitled to the Servicing Fee with respect to each Mortgage Loan
payable solely from payments of interest in respect of such Mortgage Loan,
subject to Section 3.24. In addition, the Servicer shall be entitled to recover
unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or
condemnation proceeds to the extent permitted by Section 3.11(a)(iii) and out of
amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23. Except as provided in Section 3.29, the right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement; provided, however, that the Servicer may pay
from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a
Sub-Servicing Agreement entered into under Section 3.02.

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

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

                  SECTION 3.19 Reports to the Trustee; Collection Account
                               Statements.

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

                  SECTION 3.20 Statement as to Compliance.

                  The Servicer will deliver to the Trustee and the Depositor not
later than March 15th of each calendar year, commencing in 2006, an Officers'
Certificate in the form attached hereto as Exhibit P stating, as to each
signatory thereof, that (i) a review of the activities of the



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Servicer during the preceding calendar year and of performance under this
Agreement has been made under such officers' supervision and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has fulfilled all
of its obligations under this Agreement throughout such calendar year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officer and the nature and status thereof.
Copies of any such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Servicer to the Trustee. 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.

                  SECTION 3.21 Independent Public Accountants' Servicing Report.

                  Not later than March 15th of each calendar year, commencing in
2006, the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Servicer a report
stating that (i) it has obtained a letter of representation regarding certain
matters from the management of the Servicer which includes an assertion that the
Servicer has complied with certain minimum residential mortgage loan servicing
standards, identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of residential mortgage loans during the most recently
completed calendar year and (ii) on the basis of an examination conducted by
such firm in accordance with standards established by the American Institute of
Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. In rendering its report such firm may rely, as to matters
relating to the direct servicing of residential mortgage loans by Sub-Servicers,
upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Sub-Servicers. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trustee and each Rating Agency. Copies of
such statement shall be provided by the Trustee to any Certificateholder upon
request at the Servicer's expense, provided that such statement is delivered by
the Servicer to the Trustee.

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

                  (a)      The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to the Trustee and to any Person identified
to the Servicer as a prospective transferee of a Certificate, upon reasonable
request during normal business hours at the offices of the Servicer designated
by it, at the expense of the Person requesting such access.



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

                  (ii)     Each Form 8-K shall be filed by the Trustee within 10
days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Subject to
Section 3.22(b)(v), prior to March 30th of each year (or such earlier date as
may be required by the Exchange Act and the Rules and Regulations of the
Securities and Exchange Commission), the Trustee shall file a Form 10-K, in
substance as required by applicable law or applicable Security and Exchange
Commission interpretations. The Trustee shall prepare such Form 10-K and provide
the Depositor with such Form 10-K not later than March 20th of each year,
subject to Section 3.22(b)(v). Following its receipt thereof, the Depositor
shall execute such Form 10-K and provide the original of such Form 10-K to the
Trustee not later than March 25th (or, if the applicable March 25th is not a
Business Day, the next succeeding Business Day) of each year; provided, however,
that if the filing of such Form 10-K shall be required to occur on a date
earlier than March 30th of each year as may be required by the Exchange Act and
the Rules and Regulations of the Securities and Exchange Commission, then the
time periods for preparation and execution of such Form 10-K set forth in this
sentence shall be adjusted accordingly. Such Form 10-K when filed shall include
as exhibits the Servicer's annual statement of compliance described under
Section 3.20 and the accountant's report described under Section 3.21, in each
case to the extent they have been timely delivered to the Trustee. If they are
not so timely delivered, the Trustee shall file an amended Form 10-K including
such documents as exhibits reasonably promptly after they are delivered to the
Trustee. The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence or willful misconduct. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit N-1 (the "Certification"),
which shall be signed by the senior officer of the Depositor in charge of
securitization.

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



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Affiliates regarding certain aspects of the Certification (the "Servicer
Certification"). The Servicer Certification shall be delivered to the Depositor
and the Trustee no later than March 15th or if such day is not a Business Day,
the preceding Business Day, each year (subject to Section 3.22(b)(v) hereof).

                  In addition, (A) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of third party claims based upon a breach of the Trustee's obligations under
this Section 3.22(b) or any material misstatement or omission contained in the
Trustee Certification, and (B) the Servicer shall indemnify and hold harmless
the Depositor, the Trustee and their respective officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based upon a breach of the Servicer's obligations under this
Section 3.22(b)(iii), any material misstatement or omission contained in the
Servicer's Certification or any information correctly derived by the Trustee and
included in a Form 8-K or Form 10-K from information provided to the Trustee by
the Servicer under this Agreement. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee
agrees that it shall contribute to the amount paid or payable by the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trustee on the other 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.

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

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

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



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                  SECTION 3.23 Title, Management and Disposition of REO
                               Property.

                  (a)      The deed or certificate of sale of any REO Property
shall, subject to applicable laws, be taken in the name of the Trustee, or its
nominee, in trust for the benefit of the Certificateholders. The Servicer, on
behalf of REMIC 1, shall sell any REO Property as soon as practicable and in any
event no later than the end of the third full taxable year after the taxable
year in which such REMIC acquires ownership of such REO Property for purposes of
Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no
later than 60 days before the day on which the three-year grace period would
otherwise expire, an extension of such three-year period, unless the Servicer
shall have delivered to the Trustee an Opinion of Counsel, addressed to the
Trustee and the Depositor, to the effect that the holding by the REMIC of such
REO Property subsequent to three years after its acquisition will not result in
the imposition on the REMIC of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code, or cause any of the REMICs created
hereunder to fail to qualify as a REMIC under Federal law at any time that any
Certificates are outstanding. The Servicer shall manage, conserve, protect and
operate each REO Property for the Certificateholders solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs
created hereunder of any "income from non-permitted assets" within the meaning
of Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC Provisions.

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

                  (c)      The Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property as are consistent with
the manner in which the Servicer manages and operates similar property owned by
the Servicer or any of its Affiliates, all on such terms and for such period
(subject to the requirement of prompt disposition set forth in Section 3.23(a))
as the Servicer deems to be in the best interests of Certificateholders. In
connection therewith, the Servicer shall deposit, or cause to be deposited in
the REO Account, in no event more than two Business Days after the Servicer's
receipt thereof, all revenues received by it with respect to an REO Property and
shall withdraw therefrom funds necessary for the proper operation, management
and maintenance of such REO Property including, without limitation:

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

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



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                  (iii)    all costs and expenses necessary to maintain, operate
         and dispose of such REO Property.

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

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

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

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

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

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

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

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

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

                  (B)      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;



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                  (C)      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

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

                  The Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees;
provided, however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.

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

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

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

                  (g)      The Servicer shall file information returns with
respect to the receipt of mortgage interest received in a trade or business,
reports of foreclosures and abandonments of any Mortgaged Property and
cancellation of indebtedness income with respect to any Mortgaged



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Property as required by the Code. Such reports shall be in form and substance
sufficient to meet the reporting requirements of the Code.

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

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

                  SECTION 3.25 [Reserved].

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

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

                  SECTION 3.27 [Reserved].

                  SECTION 3.28 [Reserved].

                  SECTION 3.29 Advance Facility.

                  The Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility") under which (1) the
Servicer sells, assigns or pledges to another Person (together with such
Person's successors and assigns, an "Advancing Person") the Servicer's rights
under this Agreement to be reimbursed for any Advances or Servicing Advances
and/or (2) an Advancing Person agrees to fund some or all Advances and/or
Servicing Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Depositor, the Trustee, the Certificateholders or
any other party shall be required before the Servicer may enter into an Advance
Facility. The Servicer shall notify each other party to this Agreement prior to
or promptly after entering into or terminating any Advance Facility.



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Notwithstanding the existence of any Advance Facility under which an Advancing
Person agrees to fund Advances and/or Servicing Advances on the Servicer's
behalf, the Servicer shall remain obligated pursuant to this Agreement to make
Advances and Servicing Advances pursuant to and as required by this Agreement.
If the Servicer enters into an Advance Facility, and for so long as an Advancing
Person remains entitled to receive reimbursement for any Advances including
Nonrecoverable Advances ("Advance Reimbursement Amounts") and/or Servicing
Advances including Nonrecoverable Advances ("Servicing Advance Reimbursement
Amounts" and together with Advance Reimbursement Amounts, "Reimbursement
Amounts") (in each case to the extent such type of Reimbursement Amount is
included in the Advance Facility), as applicable, pursuant to this Agreement,
then the Servicer shall identify such Reimbursement Amounts consistent with the
reimbursement rights set forth in Section 3.11(a)(ii), (iii), (vi) and (vii) and
remit such Reimbursement Amounts in accordance with Section 3.10(b) or otherwise
in accordance with the documentation establishing the Advance Facility to such
Advancing Person or to a trustee, agent or custodian (an "Advance Facility
Trustee") designated by such Advancing Person. Notwithstanding the foregoing, if
so required pursuant to the terms of the Advance Facility, the Servicer may
direct, and if so directed the Trustee is hereby authorized to and shall pay to
the Advance Facility Trustee the Reimbursement Amounts identified pursuant to
the preceding sentence. Notwithstanding anything to the contrary herein, in no
event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
Amounts be included in the Available Funds or distributed to Certificateholders.

                  Reimbursement Amounts shall consist solely of amounts in
respect of Advances and/or Servicing Advances made with respect to the Mortgage
Loans for which the Servicer would be permitted to reimburse itself in
accordance with this Agreement, assuming the Servicer or the Advancing Person
had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the
foregoing, except with respect to reimbursement of Nonrecoverable Advances as
set forth in this Agreement, no Person shall be entitled to reimbursement from
funds held in the Collection Account for future distribution to
Certificateholders pursuant to this Agreement. None of the Depositor or the
Trustee shall have any duty or liability with respect to the calculation of any
Reimbursement Amount, nor shall the Depositor or the Trustee have any
responsibility to track or monitor the administration of the Advance Facility or
the payment of Reimbursement Amounts to the related Advancing Person or Advance
Facility Trustee. The Servicer shall maintain and provide to any successor
servicer and (upon request) the Trustee a detailed accounting on a loan by loan
basis as to amounts advanced by, sold, pledged or assigned to, and reimbursed to
any Advancing Person. The successor servicer shall be entitled to rely on any
such information provided by the predecessor servicer, and the successor
servicer shall not be liable for any errors in such information. Any successor
Servicer shall reimburse the predecessor Servicer and itself for outstanding
Advances and Servicing Advances, respectively, with respect to each Mortgage
Loan on a first in, first out ("FIFO") basis; provided that the successor
Servicer has received prior written notice from the predecessor Servicer or the
Advancing Person of reimbursement amounts owed to the predecessor Servicer.
Liquidation Proceeds with respect to a Mortgage Loan shall be applied to
reimburse Advances outstanding with respect to that Mortgage Loan before being
applied to reimburse Servicing Advances outstanding with respect to that
Mortgage Loan.



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                  An Advancing Person who receives an assignment or pledge of
the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose
obligations hereunder are limited to the funding or purchase of Advances and/or
Servicing Advances shall not be required to meet the criteria for qualification
of a subservicer set forth in this Agreement.

                  Upon the direction of and at the expense of the Servicer, the
Trustee agrees to execute such acknowledgments provided by the Servicer
recognizing the interests of any Advance Facility Trustee in such Reimbursement
Amounts as the Servicer may cause to be made subject to Advance Facilities
pursuant to this Section 3.29.

                  The Servicer shall remain entitled to be reimbursed for all
Advances and Servicing Advances funded by the Servicer to the extent the related
rights to be reimbursed therefor have not been sold, assigned or pledged to an
Advancing Person.

                  The Servicer shall indemnify the Depositor, the Trustee, any
successor servicer and the Trust Fund for any loss, liability or damage
resulting from any claim by the related Advancing Person, except to the extent
that such claim, loss, liability or damage resulted from or arose out of
negligence, recklessness or willful misconduct or breach of its duties hereunder
on the part of the Depositor, the Trustee or any successor servicer.

                  Any amendment to this Section 3.29 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 3.29, including
amendments to add provisions relating to a successor servicer, may be entered
into by the Trustee, the Depositor and the Servicer without the consent of any
Certificateholder, provided such amendment complies with Section 11.01 hereof.
All reasonable costs and expenses (including attorneys' fees) of each party
hereto of any such amendment shall be borne solely by the Servicer. Prior to
entering into an Advance Facility, the Servicer shall notify the Advancing
Person in writing that: (a) the Advances and/or Servicing Advances purchased,
financed by and/or pledged to the Advancing Person are obligations owed to the
Servicer on a non-recourse basis payable only from the cash flows and proceeds
received under this Agreement for reimbursement of Advances and/or Servicing
Advances only to the extent provided herein, and the Trustee and the Trust are
not otherwise obligated or liable to repay any Advances and/or Servicing
Advances financed by the Advancing Person and (b) the Trustee shall not have any
responsibility to track or monitor the administration of the Advance Facility
between the Servicer and the Advancing Person.



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                                   ARTICLE IV

                                  FLOW OF FUNDS

                  SECTION 4.01 Distributions.

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

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

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

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

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

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

                  (III)    On each Distribution Date, distributions to the
extent of the sum of the Group I Interest Remittance Amount and the Group II
Interest Remittance Amount remaining undistributed for such Distribution Date
shall be distributed sequentially to the Holders of the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the
Class B-1 Certificates, the Class B-2 Certificates and the Class B-3
Certificates, in that order, in an amount equal to the Monthly Interest
Distributable Amount for each such Class.



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<PAGE>


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

                  (i)      first, to the Holders of the Group I Certificates
         (allocated among Group I Certificates in the priority described below),
         until the Certificate Principal Balances thereof have been reduced to
         zero; and

                  (ii)     second, after taking into account the amount
         distributed to the Holders of the Group II Certificates pursuant to
         Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders
         of the Group II Certificates (allocated among the Group II Certificates
         in the priority described below), until the Certificate Principal
         Balances thereof 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, distributions in respect of
principal to the extent of the Group II Principal Distribution Amount shall be
made in the following amounts and order of priority:

                  (i)      first, to the Holders of the Group II Certificates
         (allocated among Group II Certificates in the priority described
         below), until the Certificate Principal Balances thereof have been
         reduced to zero; and

                  (ii)     second, after taking into account the amount
         distributed to the Holders of the Group I Certificates pursuant to
         Section 4.01(b)(I)(i) above on such Distribution Date, to the Holders
         of the Group I Certificates (allocated among Group I Certificates in
         the priority described below), until the Certificate Principal Balances
         thereof have been reduced to zero.

                  (III)    On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, distributions in respect of
principal to the extent of the sum of the Group I Principal Distribution Amount
and the Group II Principal Distribution Amount remaining undistributed for such
Distribution Date shall be distributed sequentially, to the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates,
the Class B-1 Certificates, the Class B-2 Certificates and the Class B-3
Certificates, in that order, in each case, until the Certificate Principal
Balance thereof 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, distributions
in respect of principal to the extent of the Group I Principal Distribution
Amount shall be made in the following amounts and order of priority:

                  (i)      first, to the Holders of the Group I Certificates
         (allocated among Group I Certificates in the priority described below),
         the Group I Senior Principal Distribution Amount until the Certificate
         Principal Balances thereof have been reduced to zero; and



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<PAGE>


                  (ii)     second, to the Holders of the Group II Certificates
         (allocated among Group II Certificates in the priority described
         below), an amount equal to the excess, if any, of (x) the amount
         required to be distributed pursuant to Section 4.01(c)(II)(i) below for
         such Distribution Date over (y) the amount actually distributed
         pursuant to Section 4.01(c)(II)(i) below from the Group II Principal
         Distribution Amount on such Distribution Date.

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

                  (i)      first, to the Holders of the Group II Certificates
         (allocated among Group II Certificates in the priority described
         below), the Group II Senior Principal Distribution Amount until the
         Certificate Principal Balances thereof have been reduced to zero; and

                  (ii)     second, to the Holders of the Group I Certificates
         (allocated among Group I Certificates in the priority described below),
         an amount equal to the excess, if any, of (x) the amount required to be
         distributed pursuant to Section 4.01(c)(I)(i) above for such
         Distribution Date over (y) the amount actually distributed pursuant to
         Section 4.01(c)(I)(i) above from the Group I Principal Distribution
         Amount on such Distribution Date.

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

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

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

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

                  (iv)     fourth, 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;



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<PAGE>


                  (v)      fifth, 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)     sixth, 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)    seventh, 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)   eighth, 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)     ninth, 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)      tenth, to the Holders of the Class B-1 Certificates,
         the Class B-1 Principal Distribution Amount until the Certificate
         Principal Balance thereof has been reduced to zero;

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

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

                  With respect to the Group I Certificates, all principal
distributions will be distributed on a PRO RATA basis based on the Certificate
Principal Balance of each such Class, with the exception that if a Sequential
Trigger Event is in effect, principal distributions will be distributed
sequentially, first, to the Holders of the Class I-A1 Certificates until the
Certificate Principal Balance of the Class I-A1 Certificates has been reduced to
zero; and second, to the Holders of the Class I-A2 Certificates, until the
Certificate Principal Balance of the Class I-A2 Certificates has been reduced to
zero.

                  With respect to the Group II Certificates, all principal
distributions will be distributed sequentially, first, to the Holders of the
Class II-A1 Certificates, until the Certificate Principal Balance of the Class
II-A1 Certificates has been reduced to zero; second, to the Holders of the Class
II-A2 Certificates, until the Certificate Principal Balance of the Class II-A2
Certificates has been reduced to zero; and third, to the Holders of the Class
II-A3 Certificates, until the Certificate Principal Balance of the Class II-A3
Certificates has been reduced to zero.



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

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

                  (ii)     to the Holders of the Class I-A2 Certificates, with
         respect to Allocated Realized Loss Amounts,

                  (iii)    sequentially, to the Holders of the Class M-1
         Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
         Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
         Certificates, Class M-8 Certificates, Class M-9 Certificates, Class B-1
         Certificates, Class B-2 Certificates and Class B-3 Certificates, in
         that order, in each case, first, up to the Unpaid Interest Shortfall
         Amount for each such Class and second, up to the Allocated Realized
         Loss Amount, for each such Class;

                  (iv)     to the Net WAC Rate Carryover Reserve Account, the
         aggregate of any Net WAC Rate Carryover Amounts for the Floating Rate
         Certificates which exceed the amounts received under the Cap Contracts;

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

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

                  (vii)    any remaining amounts to the Holders of the Residual
         Certificates (in respect of the Class R-3 Interest).

                  (d)      On each Distribution Date, after making the
distributions of the Available Funds as set forth above, the Trustee shall
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the aggregate of any Net WAC Rate
Carryover Amounts for such Distribution Date and distribute such amount in the
following order of priority:

                  (i)      concurrently, to each Class of Class A Certificates,
         the related Cap Amount, from payments made under the Cap Contract, in
         each case up to a maximum



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<PAGE>


         amount equal to the related Net WAC Rate Carryover Amount for such
         Distribution Date;

                  (ii)     sequentially, to the Holders of the Class M-1
         Certificates, the Class M-2 Certificates, the Class M-3 Certificates,
         the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6
         Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
         the Class M-9 Certificates, the Class B-1 Certificates, the Class B-2
         Certificates and the Class B-3 Certificates, in that order, the related
         Cap Amount, from payments made under the Cap Contract, in each case up
         to a maximum amount equal to the related Net WAC Rate Carryover Amount
         for such Distribution Date;

                  (iii)    concurrently, to each Class of Class A Certificates,
         the related Net WAC Rate Carryover Amount remaining undistributed
         pursuant to clause (i) above, on a PRO RATA basis based on such
         respective remaining Net WAC Rate Carryover Amounts; and

                  (iv)     sequentially, to the Holders of the Class M-1
         Certificates, the Class M-2 Certificates, the Class M-3 Certificates,
         the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6
         Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
         the Class M-9 Certificates, the Class B-1 Certificates, the Class B-2
         Certificates and the Class B-3 Certificates, in that order, the related
         Net WAC Rate Carryover Amount remaining undistributed pursuant to
         clause (ii) above.

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

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

                  (g)      Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, which shall credit the amount of
such distribution to the accounts of its Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be responsible for
disbursing such distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be
responsible for disbursing funds to the Certificate Owners that it represents.
All such credits and disbursements with respect to a Book-Entry Certificate are
to be made by the Depository and the Depository Participants in accordance



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<PAGE>


with the provisions of the Certificates. None of the Trustee, the Depositor or
the Servicer shall have any responsibility therefor except as otherwise provided
by applicable law.

                  On each Distribution Date, following the foregoing
distributions, an amount equal to the amount of Subsequent Recoveries deposited
into the Collection Account pursuant to Section 3.10 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 4.08. 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 4.08. 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.

                  (i)      It is the intention of all of the parties hereto that
the Class C Certificates receive all principal and interest received by the
Trust on the Mortgage Loans that is not otherwise distributable to any other
Class of Regular Certificates or REMIC Regular Interests and that the Residual
Certificates are to receive no principal and interest. If the Trustee determines
that the Residual Certificates are entitled to any distributions, the Trustee,
prior to any such distribution to any Residual Certificate, shall notify the
Depositor of such impending distribution but shall make such distribution in
accordance with the terms of this Agreement until this Agreement is amended as
specified in the following sentence. Upon such notification, the Depositor will
request an amendment to the Pooling and Servicing Agreement to revise such
mistake in the distribution provisions. The Residual Certificate Holders, by
acceptance of their Certificates, and the Servicer(s), hereby agree to any such
amendment and no further consent shall be necessary, notwithstanding anything to
the contrary in Section 11.01 of this Pooling and Servicing Agreement; provided,
however, that such amendment shall otherwise comply with Section 11.01 hereof.

                  SECTION 4.02 [Reserved].

                  SECTION 4.03 Statements.

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

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



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

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

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

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

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

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

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

                  (ix)     [reserved];

                  (x)      the total number and cumulative Stated Principal
         Balance of all REO Properties as of the Close of Business of the last
         day of the preceding Prepayment Period and the number and aggregate
         Stated Principal Balance of all Subsequent Mortgage Loans added during
         the Funding Period;

                  (xi)     the aggregate amount of Principal Prepayments made
         during the related Prepayment Period, separately indicating Principal
         Prepayments in full and Principal Prepayments in part;

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



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<PAGE>


         amount of Subsequent Recoveries received during the related Prepayment
         Period and the cumulative amount of Subsequent Recoveries received
         since the Closing Date;

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

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

                  (xv)     the Monthly Interest Distributable Amount in respect
         of each Class of Floating Rate Certificates and the Class C
         Certificates for such Distribution Date and the Unpaid Interest
         Shortfall Amount, if any, with respect to each Class of Floating Rate
         Certificates and the Class C Certificates for such Distribution Date;

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

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

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

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

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

                  (xxi)    the Available Funds;

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

                  (xxiii)  payments, if any, made under the Cap Contract; and

                  (xxiv)   the amount on deposit in the Pre-Funding Accounts and
         the Interest Coverage Accounts; and

                  (xxv)    for the distribution occurring on the Distribution
         Date immediately following the end of the Funding Period, the balance
         on deposit in the Group I Pre-Funding Account and/or the Group II
         Pre-Funding Account that has not been used to purchase Subsequent Group
         I Mortgage Loans and/or Subsequent Group II Mortgage



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<PAGE>


         Loans, as applicable, and that is being distributed to the related
         Class A Certificates as a mandatory distribution of principal, if any,
         on such Distribution Date.

                  The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and the Rating Agencies via the
Trustee's internet website. The Trustee's internet website shall initially be
located at "https://www.tss.db.com/invr". Assistance in using the website can be
obtained by calling the Trustee's customer service desk at (800) 735-7777.
Parties that are unable to use the above distribution option are entitled to
have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Trustee shall have the right to change the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes. As a condition to access to the Trustee's internet website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee will
not be liable for the dissemination of information in accordance with this
Agreement. The Trustee shall also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Distribution Date statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party thereto).

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

                  (b)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall, upon written request, furnish to each
Person who at any time during the calendar year was a Certificateholder of a
Regular Certificate, if requested in writing by such Person, such information as
is reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (i) and (ii) above, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared and furnished by the Trustee to Certificateholders pursuant to any
requirements of the Code as are in force from time to time.

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

                  (d)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall deliver to each Person who at any time
during the calendar year was a Residual Certificateholder, if requested in
writing by such Person, such information as is reasonably necessary to provide
to such Person a statement containing the information provided pursuant to the
previous paragraph aggregated for such calendar year or applicable portion
thereof during which such Person was a Residual Certificateholder. Such
obligation of the Trustee shall be



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<PAGE>


deemed to have been satisfied to the extent that substantially comparable
information shall be prepared and furnished to Certificateholders by the Trustee
pursuant to any requirements of the Code as from time to time in force.

                  SECTION 4.04 Remittance Reports; Advances.

                  (a)      By the second Business Day following each
Determination Date, the Servicer shall deliver or cause to be delivered to the
Trustee by telecopy or electronic mail (or by such other means as the Servicer
and the Trustee may agree from time to time) up to two Remittance Reports with
respect to the related Distribution Date, which Remittance Reports the Trustee
shall use in preparing the statement pursuant to Section 4.03. No later than the
second Business Day following each Determination Date, the Servicer shall
deliver or cause to be delivered to the Trustee in addition to the information
provided on the Remittance Report, such other information reasonably available
to it with respect to the Mortgage Loans as the Trustee may reasonably require
to perform the calculations necessary to make the distributions contemplated by
Section 4.01 and to prepare the statements to Certificateholders contemplated by
Section 4.03. The Trustee shall not be responsible to recompute, recalculate or
verify any information provided to it by the Servicer.

                  (b)      The amount of Advances to be made by the Servicer for
any Distribution Date shall equal, subject to Section 4.04(d), the sum of (i)
the aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Due Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent on a contractual basis as of the Close of Business on
the related Determination Date and (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Due Period and as to
which REO Property an REO Disposition did not occur during the related Due
Period, an amount equal to the excess, if any, of the REO Imputed Interest on
such REO Property for the most recently ended calendar month, over the net
income from such REO Property transferred to the Distribution Account pursuant
to Section 3.23 for distribution on such Distribution Date. For purposes of the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.

                  On or before 3:00 p.m. New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.04, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans and REO Properties. Any amounts held for future
distribution used by the Servicer to make an Advance as permitted in the
preceding sentence shall be appropriately reflected in the Servicer's records
and replaced by the Servicer by deposit



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in the Collection Account on or before any future Servicer Remittance Date to
the extent that the Available Funds for the related Distribution Date
(determined without regard to Advances to be made on the Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date
if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to the Servicer by telecopy by the
Close of Business on any Servicer Remittance Date in the event that the amount
remitted by the Servicer to the Trustee on such date is less than the Advances
required to be made by the Servicer for the related Distribution Date, as set
forth in the related Remittance Report.

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

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

                  SECTION 4.05 Pre-Funding Accounts.

                  (a)      No later than the Closing Date, the Trustee shall
establish and maintain two segregated trust accounts that are each Eligible
Accounts, which shall be titled "Group I Pre-Funding Account, Deutsche Bank
National Trust Company, as trustee for the registered holders of Soundview Home
Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1" (the "Group I
Pre-Funding Account") and "Group II Pre-Funding Account, Deutsche Bank National
Trust Company, as trustee for the registered holders of Soundview Home Loan
Trust 2005-1, Asset-Backed Certificates, Series 2005-1" (the "Group II
Pre-Funding Account"). The Trustee shall, promptly upon receipt, deposit in the
applicable Pre-Funding Account and retain therein the Original Group I
Pre-Funded Amount and the Original Group II Pre-Funded Amount, as applicable,
remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in
the Pre-Funding Accounts shall be held in trust by the Trustee for the
Certificateholders for the uses and purposes set forth herein.

                  (b)      The Trustee will invest funds deposited in the
Pre-Funding Accounts as directed by the Depositor in Permitted Investments with
a maturity date (i) no later than the Business Day immediately preceding the
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the Trustee or an Affiliate manages or
advises such investment, (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee or an Affiliate manages or advises such investment or (iii) within one
Business Day of the Trustee's receipt thereof. For federal income tax purposes,
the Depositor shall be the owner of the Pre-Funding



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Accounts and shall report all items of income, deduction, gain or loss arising
therefrom. All income and gain realized from investment of funds deposited in
the Pre-Funding Accounts shall be transferred to the Depositor. The Depositor
shall deposit in the Pre-Funding Accounts the amount of any net loss incurred in
respect of any such Permitted Investment immediately upon realization of such
loss without any right of reimbursement therefor. At no time will the
Pre-Funding Accounts be assets of any REMIC created hereunder.

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

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

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

                  (iii)    To distribute to the Interest Coverage Account any
         income and gain realized from the investment of funds in the
         Pre-Funding Accounts;

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

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

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

                  SECTION 4.06 Interest Coverage Accounts.

                  (a)      If amounts are required to be deposited in the
Interest Coverage Accounts, no later than the Closing Date, the Trustee shall
establish and maintain a segregated non-interest bearing trust account that is
an Eligible Account, which shall be titled (i) "Group I Interest Coverage
Account, Deutsche Bank National Trust Company, as trustee for the registered
holders of Soundview Home Loan Trust 2005-1, Asset-Backed Certificates, Series
2005-1" (the "Group I Interest Coverage Account") and (ii) "Group II Interest
Coverage Account, Deutsche Bank



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National Trust Company, as trustee for the registered holders of Soundview Home
Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1" (the "Group II
Interest Coverage Account"). The Trustee shall, promptly upon receipt, deposit
in each Interest Coverage Account and retain therein the related Interest
Coverage Amount, remitted on the Closing Date to the Trustee by the Depositor.
Funds deposited in the Interest Coverage Accounts shall be held in trust by the
Trustee for the Certificateholders for the uses and purposes set forth herein

                  (b)      The Trustee shall invest funds deposited in the
Interest Coverage Accounts in Permitted Investments of the kind described in
clauses (i), (v) or (vi) of the definition of Permitted Investments, as
specified in a written direction from the Depositor, with a maturity date no
later than the second Business Day preceding each Distribution Date. For federal
income tax purposes, the holder of the largest Percentage Interest of the
Residual Certificates shall be the owner of the Interest Coverage Accounts and
shall report all items of income, deduction, gain or loss arising therefrom. At
no time shall either Interest Coverage Account be an asset of any Trust REMIC.
All income and gain realized from investment of funds deposited in the Interest
Coverage Accounts shall be for the sole and exclusive benefit of the Depositor
and shall be remitted by the Trustee to the Depositor on the first Business Day
following each Distribution Date. The Depositor shall deposit in the Interest
Coverage Accounts the amount of any net loss incurred in respect of any such
Permitted Investment immediately upon realization of such loss.

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

                  (d)      Upon the earlier of (i) the Distribution Date
immediately following the end of the Funding Period, (ii) the reduction of the
aggregate Certificate Principal Balance of the



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Class A Certificates and the Mezzanine Certificates to zero or (iii) the
termination of this Agreement in accordance with Section 10.01, any amount
remaining on deposit in the Interest Coverage Accounts after distributions
pursuant to paragraph (c) above shall be withdrawn by the Trustee and paid to
the Depositor or its designee..

                  SECTION 4.07 Net WAC Rate Carryover Reserve Account.

                  No later than the Closing Date, the Trustee shall establish
and maintain with itself a separate, segregated trust account titled, "Net WAC
Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as
Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-1,
Asset-Backed Certificates, Series 2005-1." All amounts deposited in the Net WAC
Rate Carryover Reserve Account shall be distributed to the Holders of the
Floating Rate Certificates in the manner set forth in Section 4.01(d).

                  On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Floating Rate Certificates, the Trustee has been
directed by the Class C Certificateholders to, and therefore will, deposit into
the Net WAC Rate Carryover Reserve Account the amounts described in Section
4.01(d)(iv), rather than distributing such amounts to the Class C
Certificateholders. In addition, any payments received by the Trustee under the
Cap Contract on each Distribution Date will be deposited into the Net WAC Rate
Carryover Reserve Account. On each such Distribution Date, the Trustee shall
hold all such amounts for the benefit of the Holders of the Floating Rate
Certificates, and will distribute such amounts to the Holders of the Floating
Rate Certificates in the amounts and priorities set forth in Section 4.01(d).

                  On each Distribution Date, any amounts remaining in the Net
WAC Rate Carryover Reserve Account (representing payments received by the
Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover
Amounts on the Floating Rate Certificates for such Distribution Date, shall be
payable to the Trustee.

                  For federal and state income tax purposes, the Trustee will be
deemed to be the owner of the Net WAC Rate Carryover Reserve Account. All
amounts deposited into the Net WAC Rate Carryover Reserve Account (other than
amounts received under the Cap Contract) shall be treated as amounts distributed
by REMIC 3 to the Holder of the Class C Interest and by REMIC 4 to the Holder of
the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an
"outside reserve fund" within the meaning of Treasury regulation Section
1.860G-2(h). Upon the termination of the Trust, or the payment in full of the
Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate
Carryover Reserve Account will be released by the Trust and distributed to the
Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part
of the Trust but not part of any REMIC and any payments to the Holders of the
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 C Certificate, each Class C
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which



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there is any Net WAC Rate Carryover Amount rather than distributing such amounts
to the Class C Certificateholders. By accepting a Class C Certificate, each
Class C Certificateholder further agrees that such direction is given for good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by such acceptance.

                  Amounts on deposit in the Net WAC Rate Carryover Reserve
Account shall remain uninvested.

                  For federal tax return and information reporting, the value of
the right to receive payments from the Net WAC Rate Carryover Account is
$85,000.

                  SECTION 4.08 [Reserved].

                  SECTION 4.09 Distributions on the REMIC Regular Interests.

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

                  With respect to the Group I Mortgage Loans:

                  (1)(i)   to the Holders of REMIC 1 Regular Interest LT1, REMIC
         1 Regular Interest LT1PF and REMIC 1 Regular Interest LTP in an amount
         equal to (A) the Uncertificated Accrued Interest for each REMIC 1
         Regular Interest for such Distribution Date, plus (B) any amounts in
         respect thereof remaining unpaid from previous Distribution Dates; and

                  (ii)     to the Holders of REMIC 1 Regular Interest 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 $100 has been
         distributed pursuant to this clause;

                  (2)      to the Holders of REMIC 1 Regular Interest LT1 and
         REMIC 1 Regular Interest LT1PF, in an amount equal to the remainder of
         the Available Funds for such Distribution Date after the distributions
         made pursuant to clause (1) above, allocated as follows:

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

                           (b)      to the Holders of REMIC 1 Regular Interest
                  LT1PF, until the Uncertificated Principal Balance of REMIC 1
                  Regular Interest LT1PF is reduced to zero; and



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

                  With respect to the Group II Mortgage Loans:

                  (1)      to the Holders of REMIC 1 Regular Interest LT2 and
         REMIC 1 Regular Interest LT2PF in an amount equal to (A) the
         Uncertificated Accrued Interest for each REMIC 1 Regular Interest for
         such Distribution Date, plus (B) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates;

                  (2)      to the Holders of REMIC 1 Regular Interest LT2 and
         REMIC 1 Regular Interest LT2PF, in an amount equal to the remainder of
         the Available Funds for such Distribution Date after the distributions
         made pursuant to clause (1) above, allocated as follows:

                           (a)      to the Holders of REMIC 1 Regular Interest
                  LT2, until the Uncertificated Principal Balance of REMIC 1
                  Regular Interest LT2 is reduced to zero;

                           (b)      to the Holders of REMIC 1 Regular Interest
                  LT2PF, until the Uncertificated Principal Balance of REMIC 1
                  Regular Interest LT2PF is reduced to zero; and

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

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

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

                  (i)      first, to the extent of Available Funds, to Holders
         of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC
         2 Regular Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2
         Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2
         Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
         Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
         LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
         REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2
         Regular Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC 2 Regular
         Interest LTB3, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
         Interest LTP, on a PRO



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         RATA basis, in an amount equal to (A) the Uncertificated Accrued
         Interest for such Distribution Date, plus (B) any amounts in respect
         thereof remaining unpaid from previous Distribution Dates. Amounts
         payable as Uncertificated Accrued Interest in respect of REMIC 2
         Regular Interest LTZZ shall be reduced and deferred when the REMIC 2
         Overcollateralization Amount is less than the REMIC 2
         Overcollateralization Target Amount, by the lesser of (x) the amount of
         such difference and (y) the Maximum Uncertificated Accrued Interest
         Deferral Amount and such amount will be payable to the Holders of REMIC
         2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIA2, REMIC 2
         Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2
         Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
         Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
         LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
         REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
         Regular Interest LTM9, REMIC 2 Regular Interest LTB1, REMIC 2 Regular
         Interest LTB2 and REMIC 2 Regular Interest LTB3, in the same proportion
         as the Overcollateralization Deficiency Amount is allocated to the
         Corresponding Certificates and the Uncertificated Principal Balance of
         the REMIC 2 Regular Interest LTZZ shall be increased by such amount;
         and

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

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

                           (b)      2.00% of such remainder first, to the
                  Holders of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular
                  Interest LTIA2, REMIC 2 Regular Interest LTIIA1, REMIC 2
                  Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3,
                  REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
                  REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
                  REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
                  REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
                  REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTB1,
                  REMIC 2 Regular Interest LTB2 and REMIC 2 Regular Interest
                  LTB3, of and in the same proportion as principal payments are
                  allocated to the Corresponding Certificates, until the
                  Uncertificated Principal Balances of such REMIC 2 Regular
                  Interests are reduced to zero, and second, to the Holders of
                  REMIC 2 Regular Interest LTZZ, until the Uncertificated
                  Principal Balance of such REMIC 2 Regular Interest is reduced
                  to zero; and



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

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Release Amount shall be allocated
to Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest
LTP, in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively;
provided that REMIC 2 Regular Interest LTP shall not be reduced until the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 2 Regular
Interest LT1P, until $100 has been distributed pursuant to this clause.

                  SECTION 4.10 Allocation of Realized Losses.

                  (a)      All Realized Losses on the Mortgage Loans allocated
to any Regular Certificate shall be allocated by the Trustee on each
Distribution Date as follows: first, to Net Monthly Excess Cashflow; second, to
the Class C Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; third, to the Class B-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class B-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class B-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-9
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class M-8 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eighth, to the Class M-7 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; ninth,
to the Class M-6 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; tenth, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh, to the
Class M-4 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; twelfth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourteenth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and fifteenth, with respect
to Realized Losses on the Group I Mortgage Loans, to the Class I-A2
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,
Class B Certificate or Class I-A2 Certificate on any Distribution Date shall be
made by reducing the Certificate Principal Balance thereof by the amount so
allocated; any allocation of Realized Losses to a Class C Certificates shall be
made first by reducing the amount otherwise payable in respect thereof pursuant
to Section 4.01(d)(iv). No allocations of any Realized Losses shall be made to



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the Certificate Principal Balances of the Class A Certificates (except for the
Class I-A2 Certificates) or the Class P Certificates.

                  (b)      All Realized Losses on the Group I Mortgage Loans
shall be allocated by the Trustee on each Distribution Date to the REMIC 1
Regular Interest LT1 and REMIC 1 Regular Interest LT1PF until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to
zero; provided however, with respect to the first three Distribution Dates, all
Realized Losses on the Initial Group I Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1 until the Uncertificated Principal Balance of each
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses
on the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LT1PF until the Uncertificated Principal Balance thereof has been
reduced to zero. All Realized Losses on the Group II Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the REMIC 1 Regular
Interest LT2 and REMIC 1 Regular Interest LT2PF until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to
zero; provided however, with respect to the first three Distribution Dates, all
Realized Losses on the Initial Group II Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT2 until the Uncertificated Principal Balance of each
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses
on the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LT2PF until the Uncertificated Principal Balance thereof has been
reduced to zero.

                  (c)      All Realized Losses on the Mortgage Loans shall be
deemed to have been allocated in the specified percentages, as follows: first,
to Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest LTAA
and REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTB3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTB3 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTB2 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTB1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTB1 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM9 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM9 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM8 has been reduced to zero; eighth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the



                                      127
<PAGE>


Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; tenth, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM5 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM4 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; thirteenth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM2 has been reduced to zero; and fourteenth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1 has been
reduced to zero.



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                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01 The Certificates.

                  Each of the Floating Rate Certificates, the Class P
Certificates, the Class C Certificates and the Residual Certificates shall be
substantially in the forms annexed hereto as exhibits, and shall, on original
issue, be executed, authenticated and delivered by the Trustee to or upon the
order of the Depositor concurrently with the sale and assignment to the Trustee
of the Trust Fund. The Floating Rate Certificates shall be initially evidenced
by one or more Certificates representing a Percentage Interest with a minimum
dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess
thereof, except that one Certificate of each such Class of Certificates may be
in a different denomination so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Certificate Principal
Balance of such Class on the Closing Date. The Class P Certificates, the Class C
Certificates and the Residual Certificates are issuable in any Percentage
Interests; provided, however, that the sum of all such percentages for each such
Class totals 100% and no more than ten Certificates of each Class may be issued
and outstanding at any one time.

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

                  SECTION 5.02 Registration of Transfer and Exchange of
                               Certificates.

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

                  Upon surrender for registration of transfer of any Certificate
at any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph which office shall initially be the offices
of the Trustee's agent located at c/o DTC



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Transfer Agent Services, 55 Water Street, Jeanette Park Entrance, New York, New
York 10041 and, in the case of a Residual Certificate, upon satisfaction of the
conditions set forth below, the Trustee on behalf of the Trust shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.

                  At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute on behalf of the Trust and
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, (i) with respect to each Class R Certificate, the holder thereof
may exchange, in the manner described above, such Class R Certificate for three
separate certificates, each representing such holder's respective Percentage
Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest 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-4 Interest and the Class R-5 Interest that was evidenced by the
Class R-X Certificate being exchanged.

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

                  All transfers by Certificate Owners of Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm



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

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

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



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<PAGE>


Exhibit J) acceptable to and in form and substance reasonably satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which investment letter shall not be an expense
of the Trustee or the Depositor. The Holder of a Private 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, 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 transferor will be deemed
to have made each of the transferor representations and warranties set forth
Exhibit L hereto in respect of such interest as if it was evidenced by a
Definitive Certificate and the transferee will be deemed to have made each of
the transferee representations and warranties set forth Exhibit J 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 above in this Section 5.02(d) 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 of the 1933
Act.

                  No transfer of a Class C Certificate, Class P Certificate or
Residual Certificate or any interest therein shall be made to any Plan subject
to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on behalf of any such Plan or any Person acquiring such Certificates with "Plan
Assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as certified by such
transferee in the form of Exhibit M, unless the Trustee is provided with an
Opinion of Counsel for the benefit of the Depositor, the Trustee and the
Servicer and on which they may rely which establishes to the satisfaction of the
Trustee that the purchase of such Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Servicer, the
Trustee or the Trust Fund to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Servicer, the Trustee or the Trust Fund. Neither a
certification nor an Opinion of Counsel will be required in connection with (i)
the initial transfer of any such Certificate by the Depositor to an Affiliate of
the Depositor, (ii) the transfer of any such Class C, 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 C, 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
Trustee shall be entitled to conclusively rely upon a



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representation (which, upon the request of the Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.

                  Each Transferee of a Mezzanine Certificate or Class B
Certificate will be deemed to have represented by virtue of its purchase or
holding of such Certificate (or interest therein) (or in the case a Class B
Certificate, must represent) that either (a) such Transferee is not a Plan or
purchasing such Certificate with Plan Assets, (b) in the case of the Mezzanine
Certificates it has acquired and is holding such Certificate in reliance on
Prohibited Transaction Exemption ("PTE") 90-59, 55 Fed. Reg. 36724 (September 6,
1990), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58,
65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487
(August 22, 2002) (the "Exemption"), and that it understands that there are
certain conditions to the availability of the Exemption including that such
Certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by a Rating Agency or (c) in the case of the Mezzanine
Certificates and, if the Class B Certificates are offered or placed in a
qualifying offering under the Exemption, the Class B Certificates the following
conditions are satisfied: (i) such Transferee is an insurance company, (ii) the
source of funds used to purchase or hold such Certificate (or interest therein)
is an "insurance company general account" (as defined in U.S. Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (iii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.

                  If any Mezzanine Certificate or Private Certificate or any
interest therein is acquired or held in violation of the provisions of the two
preceding 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 two preceding paragraphs shall indemnify
and hold harmless the Depositor, the Servicer, the Trustee and the Trust from
and against any and all liabilities, claims, costs or expenses incurred by those
parties as a result of that acquisition or holding.

                  Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

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

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



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<PAGE>


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

                  (A)      an affidavit in the form of Exhibit K hereto from the
proposed transferee to the effect that such transferee is a Permitted Transferee
and that it is not acquiring its Ownership Interest in the Residual Certificate
that is the subject of the proposed transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee; and

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

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

                  (v)      If any Person other than a Permitted Transferee
         acquires any Ownership Interest in a Residual Certificate in violation
         of the restrictions in this Section, then the Trustee shall have the
         right but not the obligation, without notice to the Holder of such
         Residual Certificate or any other Person having an Ownership Interest
         therein, to notify the Depositor to arrange for the sale of such
         Residual Certificate. The proceeds of such sale, net of commissions
         (which may include commissions payable to the Depositor or its
         affiliates in connection with such sale), expenses and taxes due, if
         any, will be remitted by the Trustee to the previous Holder of such
         Residual Certificate that is a Permitted Transferee, except that in the
         event that the Trustee determines that the Holder of such Residual
         Certificate may be liable for any amount due under this Section or any
         other provisions of this Agreement, the Trustee may withhold a
         corresponding amount from such remittance as security for such claim.
         The terms and conditions of any sale under this clause (v) shall be
         determined in the sole discretion of the Trustee and it shall not be



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<PAGE>


         liable to any Person having an Ownership Interest in a Residual
         Certificate as a result of its exercise of such discretion.

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

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

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

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

                  SECTION 5.03 Mutilated, Destroyed, Lost or Stolen
                               Certificates.

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

                  SECTION 5.04 Persons Deemed Owners.

                  The Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
Trustee, the Certificate Registrar or any



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<PAGE>


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

                  SECTION 5.05 Appointment of Paying Agent.

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

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



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                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

                  SECTION 6.01 Liability of the Servicer and the Depositor.

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

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

                  Any entity into which the Servicer or Depositor may be merged
or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer or the Depositor shall be a party, or any
corporation succeeding to the business of the Servicer or the Depositor, shall
be the successor of the Servicer or the Depositor, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor Servicer shall satisfy
all the requirements of Section 7.02 with respect to the qualifications of a
successor Servicer.

                  SECTION 6.03 Limitation on Liability of the Servicer and
                               Others.

                  Neither the Servicer nor the Depositor nor any of the
directors or officers or employees or agents of the Servicer or the Depositor
shall be under any liability to the Trust or the Certificateholders for any
action taken or for refraining from the taking of any action by the Servicer or
the Depositor in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Servicer,
the Depositor or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or negligence in the
performance of duties of the Servicer or the Depositor, as the case may be, or
by reason of its reckless disregard of its obligations and duties of the
Servicer or the Depositor, as the case may be, hereunder. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer and the Depositor,
and any director or officer or employee or agent of the Servicer or the
Depositor, shall be indemnified by the Trust and held harmless against any loss,
liability or expense incurred in connection with (i) any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or negligence or by
reason of its reckless disregard of its obligations and duties hereunder or by
reason of its failure to perform its obligations or duties hereunder and (ii)
any breach of a representation or warranty regarding the Mortgage Loans. The
Servicer or the Depositor may initiate any such action which it may deem
necessary or desirable in respect of this Agreement, and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder. In
such event, unless the Depositor or the Servicer acts without



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the consent of the Holders of Certificates entitled to at least 51% of the
Voting Rights, the reasonable legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust and the Servicer shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in Section 3.11, any such right
of reimbursement being prior to the rights of the Certificateholders to receive
any amount in the Collection Account. The Servicer's right to indemnity or
reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or
termination). This paragraph shall apply to the Servicer solely in its capacity
as Servicer hereunder and in no other capacities. Without limiting the
foregoing, the Servicer shall undertake to defend any claims against the Trust
Fund, the Trustee and/or itself initiated by a Borrower or otherwise related to
the servicing of any Mortgage Loan, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust and the Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.

                  SECTION 6.04 Servicer Not to Resign.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination pursuant to 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. No resignation of the Servicer shall become
effective until the Trustee or a successor servicer shall have assumed the
Servicer's responsibilities, duties, liabilities (other than those liabilities
arising prior to the assumption of servicing duties by the Trustee or 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, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Servicer hereunder. The foregoing prohibition on assignment
shall not prohibit the Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Servicer hereunder; provided, however, no
Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
shall not be required to recognize any Subservicer as an indemnitee under this
Agreement.

                  SECTION 6.05 Delegation of Duties.

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



                                      138
<PAGE>


any Mortgage Loans. The Servicer shall provide the Trustee with 60 days prior
written notice prior to the delegation of any of its duties to any Person other
than any of the Servicer's Affiliates or their respective successors and
assigns.

                  SECTION 6.06 [Reserved].

                  SECTION 6.07 Inspection.

                  The Servicer, in its capacity as Servicer, shall afford the
Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Servicer in respect of its rights and obligations
hereunder and access to officers of the Servicer responsible for such
obligations.



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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01 Servicer Events of Termination.

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

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

                  (ii)     The failure by the Servicer to make any required
         Servicing Advance which failure continues unremedied for a period of 30
         days, or the failure by the Servicer duly to observe or perform, in any
         material respect, any other covenants, obligations or agreements of the
         Servicer as set forth in this Agreement, which failure continues
         unremedied for a period of 30 days (or if such failure or breach cannot
         be remedied within 30 days, then such remedy shall have been commenced
         within 30 days and diligently pursued thereafter; provided, however,
         that in no event shall such failure or breach be allowed to exist for a
         period of greater than 90 days), after the date (A) on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Servicer by the Trustee or to the Trustee by any
         Holders of a Regular Certificate evidencing at least 25% of the Voting
         Rights or (B) of actual knowledge of such failure by a Servicing
         Officer of the Servicer; or

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

                  (iv)     The Servicer shall voluntarily go into liquidation,
         consent to the appointment of a conservator or receiver or liquidator
         or similar person in any insolvency, readjustment of debt, marshalling
         of assets and liabilities or similar proceedings of or relating to the
         Servicer or of or relating to all or substantially all of its property;
         or a decree or order of a court or agency or supervisory authority
         having jurisdiction in the premises for the appointment of a
         conservator, receiver, liquidator or similar person in any insolvency,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings, or for the winding-up or liquidation of its affairs, shall
         have been entered against the Servicer and such decree or order shall
         have remained in



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         force undischarged, unbonded or unstayed for a period of 60 days; or
         the Servicer shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its creditors or voluntarily suspend payment of its
         obligations;

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

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



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                  SECTION 7.02 Trustee to Act; Appointment of Successor.

                  (a)      From the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is
approved in accordance with this Agreement) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof arising on and after its succession.
Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its
capacity as successor Servicer, immediately will assume all of the obligations
of the Servicer to make advances. Notwithstanding the foregoing, the Trustee, in
its capacity as successor Servicer, shall not be responsible for the lack of
information and/or documents that it cannot obtain through reasonable efforts.
It is understood and agreed by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the transition of servicing
obligations is fully effective. As compensation therefor, the Trustee (or such
other successor Servicer) shall be entitled to such compensation as the Servicer
would have been entitled to hereunder if no such notice of termination had been
given. Notwithstanding the above, (i) if the Trustee is unwilling to act as
successor Servicer or (ii) if the Trustee is legally unable so to act, the
Trustee shall appoint or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution, bank or other mortgage
loan or home equity loan servicer having a net worth of not less than
$50,000,000 as the successor to the Servicer hereunder in the assumption of all
or any part of the responsibilities, duties or liabilities of the Servicer
hereunder; provided, that the appointment of any such successor Servicer will
not result in the qualification, reduction or withdrawal of the ratings assigned
to the Certificates by the Rating Agencies as evidenced by a letter to such
effect from the Rating Agencies. Pending appointment of a successor to the
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Mortgage Loans in
an amount equal to the compensation which the Servicer would otherwise have
received pursuant to Section 3.18 (or such other compensation as the Trustee and
such successor shall agree, not to exceed the Servicing Fee). The appointment of
a successor Servicer shall not affect any liability of the predecessor Servicer
which may have arisen under this Agreement prior to its termination as Servicer
to pay any deductible under an insurance policy pursuant to Section 3.14 or to
reimburse the Trustee pursuant to Section 3.06), nor shall any successor
Servicer be liable for any acts or omissions of the predecessor Servicer or for
any breach by such Servicer of any of its representations or warranties
contained herein or in any related document or agreement. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. All Servicing Transfer Costs shall
be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer defaults in its
obligation to pay such costs, such costs shall be paid by the successor Servicer
or the Trustee (in which case the successor Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust).

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



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omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.14.

                  SECTION 7.03 Waiver of Defaults.

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

                  SECTION 7.04 Notification to Certificateholders.

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

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

                  SECTION 7.05 Survivability of Servicer Liabilities.

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



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                                  ARTICLE VIII

                                   THE TRUSTEE

                  SECTION 8.01 Duties of Trustee.

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

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

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

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

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

                  (iii)    the Trustee shall not be personally liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the



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         Majority Certificateholders relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising or omitting to exercise any trust or power conferred upon
         the Trustee, under this Agreement; and

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

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

                  SECTION 8.02 Certain Matters Affecting the Trustee.

                  (a)      Except as otherwise provided in Section 8.01:

                  (i)      the Trustee may request and rely upon, and shall be
         protected in acting or refraining from acting upon, any resolution,
         Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties, and the manner of obtaining consents and
         of evidencing the authorization of the execution thereof by
         Certificateholders shall be subject to such reasonable regulations as
         the Trustee may prescribe;

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

                  (iii)    the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Agreement, or to
         institute, conduct or defend any litigation hereunder or in relation
         hereto, at the request, order or direction of any of the
         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby; the right of the
         Trustee to perform any discretionary act enumerated in this Agreement
         shall not be construed as a duty, and the Trustee shall



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         not be answerable for other than its negligence or willful misconduct
         in the performance of any such act;

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

                  (v)      prior to the occurrence of a Servicer Event of
         Termination and after the curing of all Servicer Events of Termination
         which may have occurred, the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or documents, unless
         requested in writing to do so by the Majority Certificateholder;
         provided, however, that if the payment within a reasonable time to the
         Trustee of the costs, expenses or liabilities likely to be incurred by
         it in the making of such investigation is, in the opinion of the
         Trustee, not reasonably assured to the Trustee by the security afforded
         to it by the terms of this Agreement, the Trustee may require
         reasonable indemnity against such cost, expense or liability as a
         condition to such proceeding. The reasonable expense of every such
         examination shall be paid by the Servicer or, if paid by the Trustee,
         shall be reimbursed by the Servicer upon demand and, if not reimbursed
         by the Servicer, shall be reimbursed by the Trust. Nothing in this
         clause (v) shall derogate from the obligation of the Servicer to
         observe any applicable law prohibiting disclosure of information
         regarding the Mortgagors;

                  (vi)     the Trustee shall not be accountable, shall have no
         liability and makes no representation as to any acts or omissions
         hereunder of the Servicer until such time as the Trustee may be
         required to act as Servicer pursuant to Section 7.02 and thereupon only
         for the acts or omissions of the Trustee as successor Servicer;

                  (vii)    the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys, custodians or nominees;

                  (viii)   the right of the Trustee to perform any discretionary
         act enumerated in this Agreement shall not be construed as a duty, and
         the Trustee shall not be answerable for other than its negligence or
         willful misconduct in the performance of such act;

                  (ix)     the Trustee shall not be personally liable for any
         loss resulting from the investment of funds held in the Collection
         Account or the REO Account made at the direction of the Servicer
         pursuant to Section 3.12; and

                  (x)      The Trustee or its Affiliates are permitted to
         receive compensation that could be deemed to be in the Trustee's
         economic self-interest for (i) serving as investment adviser,
         administrator, shareholder, servicing agent, custodian or sub-custodian
         with respect to certain of the Permitted Investments, (ii) using
         Affiliates to effect transactions in



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         certain Permitted Investments and (iii) effecting transactions in
         certain Permitted Investments. Such compensation shall not be
         considered an amount that is reimbursable or payable pursuant to
         Section 3.11.

                  In order to comply with its duties under the U.S. Patriot Act,
the Trustee shall obtain and verify certain information and documentation from
the other parties hereto, including, but not limited to, such parties' name,
address and other identifying information.

                  SECTION 8.03 Trustee Not Liable for Certificates or Mortgage
                               Loans.

                  The recitals contained herein and in the Certificates (other
than the authentication of the Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document or MERS or the MERS System other than with
respect to the Trustee's execution and authentication of the Certificates. The
Trustee shall not be accountable for the use or application by the Servicer, or
for the use or application of any funds paid to the Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by the
Servicer. The Trustee shall at no time have any responsibility or liability for
or with respect to the legality, validity and enforceability of any Mortgage or
any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 7.02);
the validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 7.02); the compliance by the
Depositor, the Originator, the Seller or the Servicer with any warranty or
representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any non-compliance therewith or any breach
thereof; any investment of monies by or at the direction of the Servicer or any
loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02), any Sub-Servicer or
any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02), or any Sub-
Servicer taken in the name of the Trustee; the failure of the Servicer or any
Sub-Servicer to act or perform any duties required of it as agent of the Trustee
hereunder; or any action by the Trustee taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant to
Section 7.02); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Trustee's duty to review the Mortgage Files pursuant to
Section 2.01. The Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the



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perfection of any security interest or lien granted to it hereunder (unless the
Trustee shall have become the successor Servicer).

                  SECTION 8.04 Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Originator, the Servicer, the Depositor or their Affiliates.

                  SECTION 8.05 Trustee Fee, Custodian Fee and Expenses.

                  (a)      The Trustee shall withdraw from the Distribution
Account on each Distribution Date and pay to itself the Trustee Fee prior to
making any distributions to Certificateholders. The Trustee shall be provided a
copy of the separate fee schedule between the Depositor and the Custodian. The
Trustee shall withdraw from the Distribution Account on each Distribution Date
and pay to the Custodian, the Custodian Fee prior to making any distributions to
Certificateholders.

                  (b)      The Trustee, or any director, officer, employee or
agent of the Trustee, shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense (not including expenses and disbursements
incurred or made by the Trustee, including the compensation and the expenses and
disbursements of its agents and counsel, in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee arising out of or in connection with the acceptance or administration of
its obligations and duties under this Agreement, other than any loss, liability
or expense (i) resulting from a breach of the Servicer's obligations and duties
under this Agreement for which the Trustee is indemnified under Section 8.05(b)
or (ii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties hereunder or by reason of the Trustee's reckless disregard of obligations
and duties hereunder or as a result of a breach of the Trustee's obligations
under Article X hereof. It is understood by the parties hereto that a "claim" as
used in the preceding sentence includes any claim for indemnification made by
the Custodian under Section 22 of the Custodial Agreement; provided, however,
that the Trustee shall not lose any right it may have to indemnification under
this Section 8.05 due to the willful misfeasance, bad faith or negligence of the
Custodian in the performance of its duties under the Custodial Agreement or by
reason of the Custodian's reckless disregard of its obligations and duties under
the Custodial Agreement. Any amounts payable to the Trustee, or any director,
officer, employee or agent of the Trustee, in respect of the indemnification
provided by this Section 8.05(a), or pursuant to any other right of
reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee, may have hereunder in its capacity as such,
may be withdrawn by the Trustee from the Distribution Account at any time. The
foregoing indemnity shall survive the resignation or removal of the Trustee.

                  (c)      The Servicer agrees to indemnify the Trustee or any
director, officer, employee or agent of the Trustee from, and hold it harmless
against, any loss, liability or expense



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resulting from a breach of the Servicer's obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of this
Agreement and the resignation or removal of the Trustee and the Servicer for
actions prior to such resignation or removal. Any payment hereunder made by the
Servicer to the Trustee shall be from the Servicer's own funds, without
reimbursement from the Trust Fund therefor.

                  SECTION 8.06 Eligibility Requirements for Trustee.

                  The Trustee hereunder shall at all times be an entity duly
organized and validly existing under the laws of the United States of America or
any state thereof, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
entity publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 8.06, the combined capital and surplus of such
entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The principal office of the
Trustee (other than the initial Trustee) shall be in a state with respect to
which an Opinion of Counsel has been delivered to such Trustee at the time such
Trustee is appointed Trustee to the effect that the Trust will not be a taxable
entity under the laws of such state. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 8.06, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.

                  SECTION 8.07 Resignation or Removal of Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer and each Rating Agency. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and having accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the Servicer may remove the Trustee. If the Depositor or the
Servicer removes the Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee.



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                  The Majority Certificateholders may at any time remove the
Trustee by written instrument or instruments delivered to the Servicer, the
Depositor and the Trustee; the Depositor shall thereupon use its best efforts to
appoint a successor trustee in accordance with this Section.

                  Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

                  SECTION 8.08 Successor Trustee.

                  Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.

                  No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee shall not result in a downgrading of the Regular
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the successor Trustee shall mail notice of the
appointment of a successor Trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.

                  SECTION 8.09 Merger or Consolidation of Trustee.

                  Any entity into which the Trustee may be merged or converted
or with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

                  SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or any Mortgaged Property may at the time be
located, the Depositor and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
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trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.

                  Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i)      all rights, powers, duties and obligations conferred
         or imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to the Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Trustee;

                  (ii)     no trustee hereunder shall be held personally liable
         by reason of any act or omission of any other trustee hereunder; and

                  (iii)    the Servicer and the Trustee, acting jointly, may at
         any time accept the resignation of or remove any separate trustee or
         co-trustee except that following the occurrence of a Servicer Event of
         Termination, the Trustee acting alone may accept the resignation or
         remove any separate trustee or co-trustee.

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



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                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.

                  SECTION 8.11 Limitation of Liability.

                  The Certificates are executed by the Trustee, not in its
individual capacity but solely as Trustee of the Trust, in the exercise of the
powers and authority conferred and vested in it by the Trust Agreement. Each of
the undertakings and agreements made on the part of the Trustee in the
Certificates is made and intended not as a personal undertaking or agreement by
the Trustee but is made and intended for the purpose of binding only the Trust.

                  SECTION 8.12 Trustee May Enforce Claims Without Possession of
                               Certificates.

                  (a)      All rights of action and claims under this Agreement
or the Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

                  (b)      The Trustee shall afford the Seller, the Depositor,
the Servicer and each Certificateholder upon reasonable prior notice during
normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Depositor, the Servicer and any requesting Certificateholder with its most
recent financial statements. The Trustee shall cooperate fully with the Seller,
the Servicer, the Depositor and such Certificateholder and shall make available
to the Seller, the Servicer, the Depositor and such Certificateholder for review
and copying such books, documents or records as may be requested with respect to
the Trustee's duties hereunder. The Seller, the Depositor, the Servicer and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.

                  SECTION 8.13 Suits for Enforcement.

                  In case a Servicer Event of Termination or other default by
the Servicer or the Depositor hereunder shall occur and be continuing, the
Trustee, shall, at the direction of the Majority Certificateholders, or may,
proceed to protect and enforce its rights and the rights of the
Certificateholders under this Agreement by a suit, action or proceeding in
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otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted in
this Agreement or for the enforcement of any other legal, equitable or other
remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
shall deem most effectual to protect and enforce any of the rights of the
Trustee and the Certificateholders.

                  SECTION 8.14 Waiver of Bond Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee post a bond or other surety with
any court, agency or body whatsoever.

                  SECTION 8.15 Waiver of Inventory, Accounting and Appraisal
                               Requirement.

                  The Trustee shall be relieved of, and each Certificateholder
hereby waives, any requirement of any jurisdiction in which the Trust, or any
part thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

                  SECTION 8.16 Appointment of the Custodian.

                  The Trustee shall, at the direction of the Depositor and with
the consent of the Servicer, appoint the Custodian to hold all or a portion of
the Mortgage Files. The appointment of the Custodian may at any time be
terminated and a substitute Custodian appointed therefor at the direction of the
Depositor to the Trustee, the consent to which shall not be unreasonably
withheld. The Custodian shall be entititled to its fees and expenses in
accordance with the Custodial Agreement, which fees and expenses shall be paid
to the Custodian from the Trust in accordance with Section 8.05. Subject to
Article VIII hereof, the Trustee agrees to comply with the terms of the
Custodial Agreement, which agreement may be amended from time to time, and shall
have the right to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders having an interest in any Mortgage
File held by the Custodian. Notwithstanding anything to the contrary in this
Agreement, the Custodian is not an agent of the Trustee and in no event shall
the Trustee be liable for any acts, omission, duties, obligations, or
liabilities of the Custodian. In no event shall the appointment of the Custodian
pursuant to the Custodial Agreement diminish the obligations of the Trustee
hereunder.



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                                   ARTICLE IX

                              REMIC ADMINISTRATION

                  SECTION 9.01 REMIC Administration.

                  (a)      REMIC elections as set forth in the Preliminary
Statement shall be made by the Trustee on Form 1066 or other appropriate federal
tax or information return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The regular interests and
residual interest in each REMIC shall be as designated in the Preliminary
Statement.

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

                  (c)      The Trustee shall pay any and all expenses relating
to any tax audit of any REMIC (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),
including the expense of obtaining any tax related Opinion of Counsel. The
Trustee shall be entitled to reimbursement of expenses incurred pursuant to this
Section 9.01(c) to the extent provided in Section 8.05.

                  (d)      The Trustee shall prepare, sign and file, all of the
REMICs' federal and state tax and information returns (including Form 8811) as
the direct representative each REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee.

                  (e)      The Holder of the Class R Certificate at any time
holding the largest Percentage Interest thereof shall be the "tax matters
person" as defined in the REMIC Provisions (the related "Tax Matters Person")
with respect to REMIC 1, REMIC 2 and REMIC 3 and shall act as Tax Matters Person
for REMIC 1, REMIC 2 and REMIC 3. The Holder of the Class R-X Certificate at any
time holding the largest Percentage Interest thereof shall be the Tax Matters
Person with respect to REMIC 4 and REMIC 5 and shall act as Tax Matters Person
for REMIC 4 and REMIC 5. The Trustee, as agent for the Tax Matters Person, shall
perform on behalf of each REMIC all reporting and other tax compliance duties
that are the responsibility of such REMIC under the Code, the REMIC Provisions,
or other compliance guidance issued by the Internal Revenue Service or any state
or local taxing authority. Among its other duties, if required by the Code, the
REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax
Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or reports as
are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax
Matters Person, shall represent each REMIC in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of any
REMIC, enter into settlement agreements with any government taxing agency,
extend any statute of limitations relating to any item of any REMIC and
otherwise act on behalf of any REMIC in relation to any tax matter involving the
Trust.



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                  (f)      The Trustee, the Servicer and the Holders of
Certificates shall take any action or cause the REMIC to take any action
necessary to create or maintain the status of each REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create or maintain
such status. Neither the Trustee, the Servicer nor the Holder of any Residual
Certificate shall take any action, cause any REMIC created hereunder to take any
action or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a tax
upon such REMIC (including but not limited to the tax on prohibited transactions
as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
set forth on Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee and the Servicer have received an Opinion of Counsel
(at the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee and the Servicer,
or their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any REMIC, and no
such Person shall take any such action or cause any REMIC to take any such
action as to which the Trustee or the Servicer has advised it in writing that an
Adverse REMIC Event could occur.

                  (g)      Each Holder of a Residual Certificate shall pay when
due any and all taxes imposed on each REMIC created hereunder by federal or
state governmental authorities. To the extent that such Trust taxes are not paid
by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes
out of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related REMIC. Subject
to the foregoing, in the event that a REMIC incurs a state or local tax,
including franchise taxes, as a result of a determination that such REMIC is
domiciled in the State of California for state tax purposes by virtue of the
location of the Servicer, the Servicer agrees to pay on behalf of such REMIC
when due, any and all state and local taxes imposed as a result of such a
determination, in the event that the Holder of the related Residual Certificate
fails to pay such taxes, if any, when imposed.

                  (h)      The Trustee, as agent for the Tax Matters Person,
shall, for federal income tax purposes, maintain books and records with respect
to each REMIC created hereunder on a calendar year and on an accrual basis.

                  (i)      No additional contributions of assets shall be made
to any REMIC created hereunder, except as expressly provided in this Agreement
with respect to eligible substitute mortgage loans.

                  (j)      Neither the Trustee nor the Servicer shall enter into
any arrangement by which any REMIC created hereunder will receive a fee or other
compensation for services.



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                  (k)      On or before April 15 of each calendar year beginning
in 2005, the Servicer shall deliver to the Trustee and each Rating Agency an
Officers' Certificate stating the Servicer's compliance with the provisions of
this Section 9.01.

                  (l)      The Trustee will apply for an Employee Identification
Number from the Internal Revenue Service via a Form SS-4 or other acceptable
method for all tax entities and shall complete the Form 8811.

                  SECTION 9.02 Prohibited Transactions and Activities.

                  Neither the Depositor, the Servicer nor the Trustee shall
sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution of
interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.

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

                  (a)      In the event that any REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Trustee and the
Trust Fund against any and all losses, claims, damages, liabilities or expenses
("Losses") resulting from such negligence; provided, however, that the Servicer
shall not be liable for any such Losses attributable to the action or inaction
of the Trustee, the Depositor or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Servicer has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).



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                  (b)      In the event that any REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee of its duties and
obligations set forth herein, the Trustee shall indemnify the Trust Fund against
any and all Losses resulting from such negligence; provided, however, that the
Trustee shall not be liable for any such Losses attributable to the action or
inaction of the Servicer, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which the
Trustee has relied. The foregoing shall not be deemed to limit or restrict the
rights and remedies of the Holder of such Residual Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Trustee have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Trustee of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).



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                                    ARTICLE X

                                   TERMINATION

                  SECTION 10.01 Termination.

                  (a)      The respective obligations and responsibilities of
the Servicer, the Depositor and the Trustee created hereby (other than the
obligation of the Trustee to make certain payments to Certificateholders after
the final Distribution Date and the obligation of the Servicer to send certain
notices as hereinafter set forth) shall terminate upon notice to the Trustee
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Terminator of the Mortgage Loans as described
below and (iv) the Distribution Date in April 2035. Notwithstanding the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James's, living on the date hereof.

                  The majority Holder of the Class C Certificates (unless such
Holder is the Seller, Greenwich Capital Markets, Inc. or an Affiliate of either
of them), or if such Holder (x) fails to exercise such option or (y) is the
Seller, Greenwich Capital Markets, Inc. or an Affiliate of either of them, the
Servicer (with the written consent of the Depositor or an Affiliate thereof,
such consent not to be unreasonably withheld) (either such Holder or the
Servicer, as applicable, the "Terminator"), may, at its option, terminate this
Agreement on any date on which the aggregate of the Stated Principal Balances of
the Mortgage Loans (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) on such date is equal to or less than 10% of the sum of (i) the
aggregate Stated Principal Balances of the Initial Mortgage Loans on the Cut-off
Date and (ii) the Original Pre-Funded Amounts, by purchasing, on the next
succeeding Distribution Date, all of the outstanding Mortgage Loans and REO
Properties at a price equal to the greater of (i) the Stated Principal Balance
of the Mortgage Loans (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and the appraised value of the REO Properties and (ii) fair market value
of the Mortgage Loans and REO Properties (as determined and as agreed upon as of
the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to the related
Certificateholders pursuant to Section 10.01(c) by (x) the Servicer, if it is
the Terminator, (y) the Holders of a majority in Percentage Interest in the
Class C Certificates and (z) if the Adjustable-Rate Certificates will not
receive all amounts owed to it as a result of the termination, the Trustee,
provided that if this clause (z) applies to such determination, such
determination shall be based solely upon an appraisal obtained as provided in
the last sentence of this paragraph), plus accrued and unpaid interest thereon
at the weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances,
Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO
Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the
"Termination Price"); provided, however, such option may only be exercised if
the



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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. If the determination of the fair
market value of the Mortgage Loans and REO Properties shall be required to be
made and agreed upon by the Servicer, if it is the Terminator, the Holders of a
majority in Percentage Interest in the Class C Certificates and the Trustee as
provided in (ii) above, such determination shall be based on an appraisal of the
value of the Mortgage Loans and REO Properties conducted by an independent
appraiser mutually agreed upon by the Servicer, if it is the Terminator, the
Holders of a majority in Percentage Interest in the Class C Certificates and the
Trustee in their reasonable discretion, and (A) such appraisal shall be obtained
at no expense to the Trustee and (B) the Trustee may conclusively rely on, and
shall be protected in relying on, such appraisal.

                  In connection with any such purchase pursuant to the preceding
paragraph, the Terminator shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

                  Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

                  (b)      Notice of any termination, specifying the
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be given
promptly by the Trustee upon the Trustee receiving notice of such date from the
Terminator, by letter to the Certificateholders mailed not earlier than the 15th
day and not later than the 25th day of the month next preceding the month of
such final distribution specifying (1) the Distribution Date upon which final
distribution of the Certificates will be made upon presentation and surrender of
such Certificates at the office or agency of the Trustee therein designated, (2)
the amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.

                  (c)      Upon presentation and surrender of the Certificates,
the Trustee shall cause to be distributed to the Holders of the Certificates on
the Distribution Date for such final distribution, in proportion to the
Percentage Interests of their respective Class and to the extent that funds are
available for such purpose, an amount equal to the amount required to be
distributed to such Holders in accordance with the provisions of Section 4.01
for such Distribution Date. By acceptance of the Residual Certificates, the
Holders of the Residual Certificates agree, in connection with any termination
hereunder, to assign and transfer any amounts in excess of the par value of the
Mortgage Loans, and to the extent received in respect of such termination, to
pay any such amounts to the Holders of the Class C Certificates.

                  (d)      In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final



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distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate Servicing
Account for the benefit of such Certificateholders, and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee
(in any other case) shall give a second written notice to the remaining
Certificateholders, to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within nine months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Residual Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Trustee upon
transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Residual Certificateholders for
payment.

                  SECTION 10.02 Additional Termination Requirements.

                  (a)      In the event that the Terminator exercises its
purchase option as provided in Section 10.01, each REMIC shall be terminated in
accordance with the following additional requirements, unless the Trustee shall
have been furnished with an Opinion of Counsel to the effect that the failure of
the Trust to comply with the requirements of this Section will not (i) result in
the imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                  (i)      Within 90 days prior to the final Distribution Date,
         the Terminator shall adopt and the Trustee shall sign a plan of
         complete liquidation of each REMIC created hereunder meeting the
         requirements of a "Qualified Liquidation" under Section 860F of the
         Code and any regulations thereunder; and

                  (ii)     At or after the time of adoption of such a plan of
         complete liquidation and at or prior to the final Distribution Date,
         the Trustee shall sell all of the assets of the Trust Fund to the
         Terminator for cash pursuant to the terms of the plan of complete
         liquidation.

                  (b)      By their acceptance of Certificates, the Holders
thereof hereby agree to appoint the Trustee as their attorney in fact to: (i)
adopt such a plan of complete liquidation (and the Certificateholders hereby
appoint the Trustee as their attorney in fact to sign such plan) as appropriate
and (ii) to take such other action in connection therewith as may be reasonably
required to carry out such plan of complete liquidation all in accordance with
the terms hereof.



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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01 Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee; and without the consent of the
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv) to
make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided that such action shall not, as evidenced by either (a) an
Opinion of Counsel delivered to the Trustee or (b) written notice to the
Depositor, the Servicer and the Trustee from each Rating Agency that such action
will not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates with respect to which it is a Rating Agency, adversely
affect in any material respect the interests of any Certificateholder. No
amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Servicer and the Trustee from the Rating Agencies will be
required in connection with an amendment to the provisions of Section 3.22(b).

                  In addition, this Agreement may be amended from time to time
by the Depositor, the Servicer and the Trustee with the consent of the Majority
Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates or distributions
which are required to be made on any Certificate without the consent of the
Holder of such Certificate, (y) adversely affect in any material respect the
interests of the Holders of any Class of Certificates (as evidenced by either
(i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the
Depositor, the Servicer and the Trustee from each Rating Agency that such action
will not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates with respect to which it is a Rating Agency) in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class evidencing at least a 66% Percentage Interest in
such Class, or (z) reduce the percentage of Voting Rights required by clause (y)
above without the consent of the Holders of all Certificates of such Class then
outstanding. Upon approval of an amendment, a copy of such amendment shall be
sent to the Rating Agencies.

                  Notwithstanding any provision of this Agreement to the
contrary, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel, delivered by (and at
the expense of) the Person seeking such Amendment, to the effect that such
amendment will not result in the imposition of a tax on any REMIC created
hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
or cause



                                      161
<PAGE>


any REMIC created hereunder constituting part of the Trust to fail to qualify as
a REMIC at any time that any Certificates are outstanding and that the amendment
is being made in accordance with the terms hereof.

                  Promptly after the execution of any such amendment the Trustee
shall furnish, at the expense of the Person that requested the amendment if such
Person is the Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment; instead it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

                  The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

                  SECTION 11.02 Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Trust, but only upon direction of
Certificateholders accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.

                  SECTION 11.03 Limitation on Rights of Certificateholders.

                  The death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust, or (iii) otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  Except as expressly provided for herein, no Certificateholder
shall have any right to vote or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as



                                      162
<PAGE>


partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 11.04 Governing Law; Jurisdiction.

                  This Agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws. With respect
to any claim arising out of this Agreement, each party irrevocably submits to
the exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

                  SECTION 11.05 Notices.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, by facsimile or by express
delivery service, to (a) in the case of the Servicer, Select Portfolio
Servicing, Inc., P.O. Box 65428, Salt Lake City, Utah 84165-0428, Attention:
General Counsel (telecopy number: (801) 293-2555), or such other address or
telecopy number as may



                                      163
<PAGE>


hereafter be furnished to the Depositor and the Trustee in writing by the
Servicer, (b) in the case of the Trustee, Deutsche Bank National Trust Company,
1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust
Administration - GC05S1 (telecopy number: (714) 247-6329), or such other address
or telecopy number as may hereafter be furnished to the Depositor and the
Servicer in writing by the Trustee, and (c) in the case of the Depositor,
Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: Legal, or such other address as may be furnished to the
Servicer and the Trustee in writing by the Depositor. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Servicer Event of Termination shall be given by telecopy
and by certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.

                  SECTION 11.06 Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall for any reason whatsoever be held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07 Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.08 Notice to the Rating Agencies.

                  (a)      Each of the Trustee and the Servicer shall be
obligated to use its best reasonable efforts promptly to provide notice to the
Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trustee or Servicer, as the case may be, has actual knowledge:

                  (i)      any material change or amendment to this Agreement;

                  (ii)     the occurrence of any Servicer Event of Termination
         that has not been cured or waived;

                  (iii)    the resignation or termination of the Servicer or the
         Trustee;

                  (iv)     the final payment to Holders of the Certificates of
         any Class;

                  (v)      any change in the location of any Account; and



                                      164
<PAGE>


                  (vi)     if the Trustee is acting as successor Servicer
         pursuant to Section 7.02 hereof, any event that would result in the
         inability of the Trustee to make Advances.

                  (b)      In addition, the Trustee shall promptly make
available to each Rating Agency copies of each Statement to Certificateholders
described in Sections 4.03 and 3.19 hereof and the Servicer shall promptly
furnish to each Rating Agency copies of the following:

                  (i)      each annual statement as to compliance described in
         Section 3.20 hereof;

                  (ii)     each annual independent public accountants' servicing
         report described in Section 3.21 hereof; and

                  (iii)    each notice delivered pursuant to Section 7.01(a)
         hereof which relates to the fact that the Servicer has not made an
         Advance.

                  Any such notice pursuant to this Section 11.08 shall be in
writing and shall be deemed to have been duly given if personally delivered or
mailed by first class mail, postage prepaid, or by express delivery service to
(i) Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007
and (ii) Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55
Water Street, 41st Floor, New York, NY 10041, Attention: Residential Mortgage
Surveillance Group.

                  SECTION 11.09 Further Assurances.

                  Notwithstanding any other provision of this Agreement, neither
the Regular Certificateholders nor the Trustee shall have any obligation to
consent to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

                  SECTION 11.10 Benefits of Agreement.

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

                  SECTION 11.11 Acts of Certificateholders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Agreement to be given
or taken by the Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing, and such
action shall become effective when such instrument or instruments are delivered
to the Trustee and the Servicer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"act" of the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent



                                      165
<PAGE>


shall be sufficient for any purpose of this Agreement and conclusive in favor of
the Trustee and the Trust, if made in the manner provided in this Section 11.11.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Whenever such execution is by a signer acting in a capacity other than
his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.

                  (c)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by any Certificateholder shall bind
every future Holder of such Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Trustee or the Trust in reliance thereon, whether or not notation of such action
is made upon such Certificate.



                                      166
<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.


                                               FINANCIAL ASSET SECURITIES CORP.,
                                               as Depositor


                                               By: /s/ Frank Skibo
                                                   -----------------------------
                                               Name:  Frank Skibo
                                               Title: Managing Director



                                               SELECT PORTFOLIO SERVICING, INC.,
                                               as Servicer


                                               By: /s/ Robert J. Holz
                                                   -----------------------------
                                               Name:  Robert J. Holz
                                               Title: Executive Vice President



                                               DEUTSCHE BANK NATIONAL TRUST
                                               COMPANY, as Trustee


                                               By: /s/ Eiko Akiyama
                                                   -----------------------------
                                               Name:  Eiko Akiyama
                                               Title: Associate


                                               By: /s/ Barbara Campbell
                                                   -----------------------------
                                               Name:   Barbara Campbell
                                               Title:  Vice President

<PAGE>



STATE OF     )
             ) ss.:
COUNTY OF    )

                  On the ____th day of February, 2005 before me, a notary public
in and for said State, personally appeared ___________________known to me to be
a ____________________ of Financial Asset Securities Corp., a Delaware
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                   _____________________________
                                                           Notary Public

<PAGE>


STATE OF    )
            ) ss.:
COUNTY OF   )

                  On the th day of February, 2005 before me, a notary public in
and for said State, personally appeared ___________________known to me to be a
___________________ of Select Portfolio Servicing, Inc., a corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                  ______________________________
                                                  Notary Public - State of Texas

<PAGE>


STATE OF     )
             ) ss.:
COUNTY OF    )

                  On the th day of February, 2005 before me, a notary public in
and for said State, personally appeared____________________, known to me to be
a(n)____________________ and _____________________, known to me to be a(n)
_____________________of Deutsche Bank National Trust Company, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said association, and acknowledged to me
that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                   _____________________________
                                                           Notary Public

<PAGE>



                                   EXHIBIT A-1

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $241,800,000.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $241,800,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CG 1

Class                                           :   I-A1

Assumed Maturity Date                           :   April 2035

<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                   CLASS I-A1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
I-A1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class I-A1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class I-A1 Certificate (obtained by
dividing the Denomination of this Class I-A1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class I-A1 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class I-A1 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class I-A1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class I-A1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-1-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                        SOUNDVIEW HOME LOAN TRUST 2005-1


                                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                        not in its individual capacity, but
                                        solely as Trustee


                                        By:_________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-1-3
<PAGE>


                       [Reverse of Class I-A1 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-1-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-1-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-1-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-1-7
<PAGE>


                                   EXHIBIT A-2

                         FORM OF CLASS I-A2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $60,427,000.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $60,427,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CH 9

Class                                           :   I-A2

Assumed Maturity Date                           :   April 2035



                                     A-2-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                   CLASS I-A2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
I-A2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class I-A2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class I-A2 Certificate (obtained by
dividing the Denomination of this Class I-A1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class I-A2 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class I-A2 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class I-A2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class I-A2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-2-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-2-3
<PAGE>


                       [Reverse of Class I-A2 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-2-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-2-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________


Dated:_________________



                                     A-2-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-2-7
<PAGE>


                                   EXHIBIT A-3

                        FORM OF CLASS II-A1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $123,000,000.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $123,000,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CJ 5

Class                                           :   II-A1

Rated Final Distribution Date                   :   April 2035



                                     A-3-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                   CLASS II-A1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
II-A1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class II-A1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class II-A1 Certificate (obtained by
dividing the Denomination of this Class II-A1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A1 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class II-A1 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class II-A1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class II-A1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-3-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-3-3
<PAGE>


                      [Reverse of Class II-A1 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-3-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-3-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-3-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-3-7
<PAGE>


                                   EXHIBIT A-4

                        FORM OF CLASS II-A2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $127,000,000.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $127,000,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CK 2

Class                                           :   II-A2

Assumed Maturity Date                           :   April 2035



                                     A-4-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                   CLASS II-A2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
II-A2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class II-A2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class II-A2 Certificate (obtained by
dividing the Denomination of this Class II-A2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A2 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class II-A2 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class II-A2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class II-A2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-4-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-4-3
<PAGE>


                      [Reverse of Class II-A2 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-4-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-4-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-4-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-4-7
<PAGE>


                                   EXHIBIT A-5

                        FORM OF CLASS II-A3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $  32,440,000.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $  32,440,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CL 0

Class                                           :   II-A3

Assumed Maturity Date                           :   April 2035



                                     A-5-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                   CLASS II-A3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
II-A3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class II-A3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class II-A3 Certificate (obtained by
dividing the Denomination of this Class II-A3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A3 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class II-A3 Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Class II-A3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class II-A3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-5-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-5-3
<PAGE>


                      [Reverse of Class II-A3 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-5-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-5-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-5-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-5-7
<PAGE>


                                   EXHIBIT A-6

                         FORM OF CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES AND THE
CLASS II-A3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 38,900,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 38,900,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CM 8

Class                                           :   M-1

Assumed Maturity Date                           :   April 2035



                                     A-6-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-1 Certificate (obtained by
dividing the Denomination of this Class M-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-1 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-6-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-6-3
<PAGE>


                       [Reverse of Class M-1 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-6-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-6-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-6-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-6-7
<PAGE>


                                   EXHIBIT A-7

                         FORM OF CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $  25,285,000.00
Certificate ("Denomination")

Original Class Certificate                      :   $  25,285,000.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CN 6

Class                                           :   M-2

Assumed Maturity Date                           :   April 2035



                                     A-7-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-2 Certificate (obtained by
dividing the Denomination of this Class M-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-2 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-7-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-7-3
<PAGE>


                       [Reverse of Class M-2 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-7-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-7-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-7-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-7-7
<PAGE>


                                   EXHIBIT A-8

                         FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $  22,562,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $  22,562,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CP 1

Class                                           :   M-3

Assumed Maturity Date                           :   April 2035



                                     A-8-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-3 Certificate (obtained by
dividing the Denomination of this Class M-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-3 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-8-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-8-3
<PAGE>


                       [Reverse of Class M-3 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-8-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-8-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-8-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-8-7
<PAGE>


                                   EXHIBIT A-9

                         FORM OF CLASS M-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE IS SUBORDINATE TO
THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, AND THE CLASS M-3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $  19,450,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $  19,450,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CQ 9

Class                                           :   M-4

Assumed Maturity Date                           :   April 2035



                                     A-9-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-4

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-4 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-4
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-4 Certificate (obtained by
dividing the Denomination of this Class M-4 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-4 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-4
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-9-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-9-3
<PAGE>


                       [Reverse of Class M-4 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-9-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-9-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-9-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-9-7
<PAGE>


                                  EXHIBIT A-10

                         FORM OF CLASS M-5 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE IS SUBORDINATE TO
THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2 CERTIFICATES, THE CLASS II-A1
CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE CLASS II-A3 CERTIFICATES, THE
CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES
AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 12,059,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 12,059,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CR 7

Class                                           :   M-5

Assumed Maturity Date                           :   April 2035



                                     A-10-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-5

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-5 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-5
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-5 Certificate (obtained by
dividing the Denomination of this Class M-5 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-5 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-5
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-5 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-10-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-10-3
<PAGE>


                       [REVERSE OF CLASS M-5 CERTIFICATE]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-10-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-10-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-10-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-10-7
<PAGE>


                                  EXHIBIT A-11

                         FORM OF CLASS M-6 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE
CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $  10,892,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $  10,892,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CS 5

Class                                           :   M-6

Assumed Maturity Date                           :   April 2035



                                     A-11-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-6

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-6 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-6
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-6 Certificate (obtained by
dividing the Denomination of this Class M-6 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-6 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-6
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-6 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-11-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-11-3
<PAGE>


                       [Reverse of Class M-6 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-11-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-11-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-11-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-11-7
<PAGE>


                                  EXHIBIT A-12

                         FORM OF CLASS M-7 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $  10,892,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $  10,892,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CT 3

Class                                           :   M-7

Assumed Maturity Date                           :   April 2035



                                     A-12-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-7

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-7 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-7
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-7 Certificate (obtained by
dividing the Denomination of this Class M-7 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-7 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-7
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-7 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-12-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-12-3
<PAGE>


                       [Reverse of Class M-7 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-12-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-12-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-12-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-12-7
<PAGE>


                                  EXHIBIT A-13

                         FORM OF CLASS M-8 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $7,391,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $7,391,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CU 0

Class                                           :   M-8

Assumed Maturity Date                           :   April 2035



                                     A-13-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-8

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-8 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-8
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-8 Certificate (obtained by
dividing the Denomination of this Class M-8 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-8 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-8
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-8 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-13-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-13-3
<PAGE>


                       [Reverse of Class M-8 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-13-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-13-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-13-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-13-7
<PAGE>


                                  EXHIBIT A-14

                         FORM OF CLASS M-9 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE
M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 7,780,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 7,780,000.00
of this Class

Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CV 8

Class                                           :   M-9

Assumed Maturity Date                           :   April 2035



                                     A-14-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS M-9

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
M-9 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-9
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M-9 Certificate (obtained by
dividing the Denomination of this Class M-9 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class M-9 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class M-9
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class M-9 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-14-2
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-14-3
<PAGE>


                       [Reverse of Class M-9 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-14-4
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-14-5
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-14-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-14-7
<PAGE>


                                  EXHIBIT A-15

                         FORM OF CLASS B-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE
CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 11,670,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 11,670,000.00
of this Class



                                     A-15-1
<PAGE>


Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CW 6

Class                                           :   B-1

Assumed Maturity Date                           :   April 2035



                                     A-15-2
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS B-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
B-1 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B-1 Certificate (obtained by
dividing the Denomination of this Class B-1 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class B-1 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class B-1 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable sate securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act, and such laws, he Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-15-3
<PAGE>


         Reference is hereby made to the further provisions of this Class B-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class B-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-15-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-15-5
<PAGE>


                       [Reverse of Class B-1 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-15-6
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts10% of the sum of the aggregate
Principal Balance of the Original Mortgage Loans as of the Cut-off Date and the
Original Pre-Funded Amounts, the Servicer may purchase, in whole, from the Trust
the Mortgage Loans at a purchase price determined as provided in the Agreement.
In the event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-15-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-15-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-15-9
<PAGE>


                                  EXHIBIT A-16

                         FORM OF CLASS B-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES AND THE CLASS B-1 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 8,947,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 8,947,000.00
of this Class



                                     A-16-1
<PAGE>


Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CX 4

Class                                           :   B-2

Assumed Maturity Date                           :   April 2035



                                     A-16-2
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS B-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
B-2 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B-2 Certificate (obtained by
dividing the Denomination of this Class B-2 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class B-2 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class B-2 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable sate securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act, and such laws, he Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-16-3
<PAGE>


         Reference is hereby made to the further provisions of this Class B-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class B-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-16-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-16-5
<PAGE>


                       [Reverse of Class B-2 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-16-6
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-16-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-16-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-16-9
<PAGE>


                                  EXHIBIT A-17

                         FORM OF CLASS B-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial  Certificate  Principal Balance of this :   $ 7,780,000.00
Certificate ("Denomination")

Original Class  Certificate  Principal  Balance :   $ 7,780,000.00
of this Class



                                     A-17-1
<PAGE>


Percentage Interest                             :   100.00%

Pass-Through Rate                               :   Variable

CUSIP                                           :   83611M CY 2

Class                                           :   B-3

Assumed Maturity Date                           :   April 2035



                                     A-17-2
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS B-3

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class
B-3 Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class B-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B-3 Certificate (obtained by
dividing the Denomination of this Class B-3 Certificate by the Original Class
Certificate Principal Balance) in certain monthly distributions with respect to
a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of February 1, 2005 (the "Agreement") among the
Depositor, Select Portfolio Servicing, Inc., as servicer (the "Servicer"), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class B-3 Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class B-3 Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable sate securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act, and such laws, he Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.



                                     A-17-3
<PAGE>


         Reference is hereby made to the further provisions of this Class B-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class B-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-17-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-17-5
<PAGE>


                       [Reverse of Class B-3 Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-17-6
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-17-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________


                                     A-17-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-17-9
<PAGE>


                                  EXHIBIT A-18

                          FORM OF CLASS C CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS II-A3 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE
CLASS M-8 CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES
AND THE CLASS B-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
 NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $9,725,362.02
of this Certificate ("Denomination")

Original Class Certificate                      :   $9,725,362.02



                                     A-18-1
<PAGE>


Principal Balance of this Class

Percentage Interest                             :   100.00%

Class                                           :   C



                                     A-18-2
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                     CLASS C

         evidencing the Percentage Interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to the Trust
consisting of first lien adjustable rate and fixed rate mortgage loans (the
"Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class C
Certificate (obtained by dividing the Denomination of this Class C Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of February 1, 2005 (the
"Agreement") among the Depositor, Select Portfolio Servicing, Inc., as servicer
(the "Servicer"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class C Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class C
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

         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



                                     A-18-3
<PAGE>


Assets to acquire this Certificate shall be made except in accordance with
Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class C
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-18-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-18-5
<PAGE>


                        [Reverse of Class C Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-18-6
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-18-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-18-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-18-9
<PAGE>


                                  EXHIBIT A-19

                           FORM OF CLASS P CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Initial Certificate Principal Balance           :   $100.00
of this Certificate ("Denomination")

Original Class Certificate                      :   $100.00
Principal Balance of this Class

Percentage Interest                             :   100.00%

Class                                           :   P



                                     A-19-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                     CLASS P

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting of first lien adjustable rate and fixed rate mortgage
         loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

         This certifies that Greenwich Capital Financial Products, Inc. is the
registered owner of the Percentage Interest evidenced by this Class P
Certificate (obtained by dividing the Denomination of this Class P Certificate
by the Original Class Certificate Principal Balance) in certain distributions
with respect to a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of February 1, 2005 (the
"Agreement") among the Depositor, Select Portfolio Servicing, Inc., as servicer
(the "Servicer"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class P Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class P
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.



                                     A-19-2
<PAGE>


         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                     A-19-3
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-19-4
<PAGE>


                        [Reverse of Class P Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-19-5
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-19-6
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-19-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-19-8
<PAGE>


                                  EXHIBIT A-20

                           FORM OF CLASS R CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Percentage Interest                             :   100.00%

Class                                           :   R



                                     A-20-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                     CLASS R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of a pool of first lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates.

         This certifies that GREENWICH CAPITAL MARKETS, INC. is the registered
owner of the Percentage Interest evidenced by this Certificate specified above
in the interest represented by all Certificates of the Class to which this
Certificate belongs in a Trust consisting primarily of the Mortgage Loans
deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1,
2005 (the "Agreement") among the Depositor, Select Portfolio Servicing, Inc., as
servicer (the "Servicer"), and Deutsche Bank National Trust Company, a national
banking association, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the Office or the office or agency maintained by the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.



                                     A-20-2
<PAGE>


         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.



                                     A-20-3
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-20-4
<PAGE>


                        [Reverse of Class R Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1 Asset-Backed Certificates, Series
2005-1 (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-20-5
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-20-6
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-20-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-20-8
<PAGE>


                                  EXHIBIT A-21

                         FORM OF CLASS R-X CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.

Certificate No.                                 :   1

Cut-off Date                                    :   February 1, 2005

First Distribution Date                         :   March 25, 2005

Percentage Interest                             :   100.00%

Class                                           :   R-X



                                     A-21-1
<PAGE>


                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  Series 2005-1
                                    CLASS R-X

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust consisting primarily of a pool of first lien adjustable rate and
         fixed rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates.

         This certifies that GREENWICH CAPITAL MARKETS, INC. is the registered
owner of the Percentage Interest evidenced by this Certificate specified above
in the interest represented by all Certificates of the Class to which this
Certificate belongs in a Trust consisting primarily of the Mortgage Loans
deposited by Financial Asset Securities Corp. (the "Depositor"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of February 1,
2005 (the "Agreement") among the Depositor, Select Portfolio Servicing, Inc., as
servicer (the "Servicer"), and Deutsche Bank National Trust Company, a national
banking association, as trustee (the "Trustee"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the Office or the office or agency maintained by the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.



                                     A-21-2
<PAGE>


         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.

         Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R-X
Certificate in violation of the restrictions mentioned above.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized officer of the Trustee.



                                     A-21-3
<PAGE>


         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: February __, 2005

                                             SOUNDVIEW HOME LOAN TRUST 2005-1


                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, not in its individual
                                             capacity, but solely as Trustee


                                             By:________________________________


This is one of the Certificates referenced
in the within-mentioned Agreement


By:__________________________________________
         Authorized Signatory of
         Deutsche Bank National Trust Company,
         as Trustee



                                     A-21-4
<PAGE>


                       [Reverse of Class R-X Certificate]

                        Soundview Home Loan Trust 2005-1
                           Asset-Backed Certificates,
                                  SERIES 2005-1

         This Certificate is one of a duly authorized issue of Certificates
designated as Soundview Home Loan Trust 2005-1, Asset-Backed Certificates,
Series 2005-1 (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee or the Trustee's agent specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.



                                     A-21-5
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the offices or agencies of the Trustee as provided
in the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest
in the Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date and the Original Pre-Funded Amounts, the Servicer may purchase, in whole,
from the Trust the Mortgage Loans at a purchase price determined as provided in
the Agreement. In the event that no such optional termination occurs, the
obligations and responsibilities created by the Agreement will terminate upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balances of the Regular Certificates have been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans
as described in the Agreement and (iv) the Distribution Date in April 2035.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.



                                     A-21-6
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
              (Please print or typewrite name and address including
                          postal zip code of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________



                                     A-21-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number ______________, or, if mailed by check, to ______________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-21-8
<PAGE>


                                    EXHIBIT B

                                   [RESERVED]



                                      B-1
<PAGE>


                                    EXHIBIT C

                  FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT



                                       C-1
<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28,
2005, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Accredited Home
Lenders, Inc. (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:


                            ASSIGNMENT AND CONVEYANCE

                  1.       The Assignor hereby conveys, sells, grants, transfers
and assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as purchaser (the "PURCHASER"), and the
Company, as seller, solely insofar as the Purchase Agreement relates to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of the
Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.


                           RECOGNITION OF THE COMPANY

                  2.       From and after the date hereof, the Company shall and
does hereby recognize that the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to Soundview Mortgage Loan Trust 2005-1 (the "TRUST")
created pursuant to a Pooling and Servicing Agreement, dated as of February 1,
2005 (the "POOLING AGREEMENT"), among the Assignee, Select Portfolio Servicing,
Inc. as servicer (including its successors in interest and any successor
servicer under the Pooling Agreement, the "Servicer") and Deutsche Bank National
Trust Company, as trustee (including its successors in interest and any
successor trustee under the Pooling Agreement, the "Trustee"). The Company
hereby acknowledges and agrees that from and after the date hereof (i) the Trust
will be the owner of the Mortgage Loans, (ii) the Company shall look solely to
the Trust for performance of any obligations of the Assignor insofar as they
relate to the enforcement of the representations, warranties and covenants with
respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the
Servicer acting on the Trust's behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the Mortgage Loans, under
the Purchase Agreement, including, without limitation, the enforcement of the
document delivery requirements and remedies with respect to breaches of
representations and warranties set forth in the Purchase Agreement, and shall be
entitled to

<PAGE>


enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they
relate to the rights, title and interest and, with respect to obligations of the
Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust (including the Trustee, the Trust Administrator and
the Servicer acting on the Trust's behalf). Neither the Company nor the Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of the
terms or provisions of the Purchase Agreement which amendment, modification,
waiver or other alteration would in any way affect the Mortgage Loans or the
Company's performance under the Purchase Agreement with respect to the Mortgage
Loans without the prior written consent of the Trustee.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3.       The Company warrants and represents to the Assignor,
the Assignee and the Trust as of the date hereof that:


                           (a)      The Company is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b)      The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c)      No consent, approval, order or authorization
         of, or declaration, filing or registration with, any governmental
         entity is required to be obtained or made by the Company in connection
         with the execution, delivery or performance by the Company of this
         Agreement except as has already been obtained;

                           (d)      There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other tribunal, which would draw into
         question the validity of this Agreement or the Purchase



                                      -2-
<PAGE>


         Agreement, or which, either in any one instance or in the aggregate,
         would result in any material adverse change in the ability of the
         Company to perform its obligations under this Agreement or the Purchase
         Agreement, and the Company is solvent;

                           (e)      No Mortgage Loan is a "High-Cost Home
         Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
         Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C);

                           (f)      No Mortgage Loan is a "High Cost Home Loan"
         as defined in the Indiana Home Loan Practices Act, effective January 1,
         2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9);

                           (g)      No Mortgage Loan that was originated on or
         after October 31, 2004, is subject to mandatory arbitration;

                           (h)      With respect to any Mortgage Loan that
         contains a provision permitting imposition of a premium upon a
         prepayment prior to maturity: (i) prior to the loan's origination, the
         borrower agreed to such premium in exchange for a monetary benefit,
         including but not limited to a rate or fee reduction, (ii) prior to the
         loan's origination, the borrower was offered the option of obtaining a
         mortgage loan that did not require payment of such a premium, (iii) the
         prepayment premium is disclosed to the borrower in the loan documents
         pursuant to applicable state and federal law;

                           (i)      No borrower was required to purchase any
         single premium credit insurance policy (e.g., life, mortgage,
         disability, accident, unemployment, or health insurance product) or
         debt cancellation agreement as a condition of obtaining the extension
         of credit. No borrower obtained a prepaid single premium credit
         insurance policy (e.g., life, mortgage, disability, accident,
         unemployement, or health insurance product) in connection with the
         origination of the Mortgage Loan. No proceeds from any Mortgage Loan
         were used to purchase single premium credit insurance policies or debt
         cancellation agreements as part of the origination of, or as a
         condition to closing, such Mortgage Loan;

                           (j)      All points and fees related to each Mortgage
         Loan were disclosed in writing to the borrower in accordance with
         applicable state and federal law and regulation; and

                           (k)      All fees and charges (including finance
         charges) and whether or not financed, assessed, collected or to be
         collected in connection with the origination and servicing of each
         Mortgage Loan has been disclosed in writing to the borrower in
         accordance with applicable state and federal law and regulation.

                  4.       Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof, (a) except that the representation and warranty set forth in Section
7.02(i) shall, for purposes of this Agreement, relate to the Mortgage Loan
Schedule attached hereto; (b) except



                                      -3-
<PAGE>


that the representations and warranties set forth in Section 7.02(xix), Section
7.02(xxiii), the second sentence of Section 7.02(xxiv), Section 7.02(xxxiv) and
Section 7.02(liv) are made as of February 17, 2004 and are re-made as of the
date hereof only based on the Company's knowledge; and (c) subject to any events
or circumstances occurring or arising subsequent to February 17, 2004 under the
Purchase Agreement, which events or circumstances the Company has identified to
the Assignor in writing.

                  5.       The Assignor hereby makes the following
representations and warranties as of the date hereof:

                           (a)      With respect to the representations and
         warranties set forth in Section 7.02(xix), Section 7.02(xxiii), the
         second sentence of Section 7.02(xxiv), Section 7.02(xxxiv) and Section
         7.02(liv), to the best of the Assignor's knowledge, nothing has
         occurred in the period of time since February 17, 2004 to the date
         hereof which would cause such representations and warranties to be
         untrue in any material respect as of the date hereof

                           (b)      Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c)      None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws;

                           (d)      No Mortgage Loan is a high cost loan or a
         covered loan, as applicable (as such terms are defined in Standard &
         Poor's LEVELS Version 5.6 Glossary Revised, Appendix E); and

                           (e)      No loan originated on or after October 1,
         2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.


              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6.       The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein).

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.


                                  MISCELLANEOUS

                  7.       This Agreement shall be construed in accordance with
the laws of the



                                      -4-
<PAGE>


State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

                  8.       No term or provision of this Agreement may be waived
or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee and the Trust Administrator.

                  9.       This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.

                  10.      Each of this Agreement and the Purchase Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee
and by Assignee to the Trust and nothing contained herein shall supersede or
amend the terms of the Purchase Agreement.

                  11.      This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12.      In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13.      Capitalized terms used in this Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -5-
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                               GREENWICH CAPITAL FINANCIAL
                                               PRODUCTS, INC.


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                               FINANCIAL ASSET SECURITIES CORP.


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                               ACCREDITED HOME LENDERS, INC.


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                      -6-
<PAGE>


                                    EXHIBIT A

                             Mortgage Loan Schedule

<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28,
2005, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Ameriquest
Mortgage Company (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:


                            ASSIGNMENT AND CONVEYANCE

                  1.       The Assignor hereby conveys, sells, grants, transfers
and assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Mortgage Loan Purchase and Interim Servicing
Agreement dated as of December 8, 2004, as amended (the "PURCHASE AGREEMENT"),
between the Assignor, as purchaser (the "PURCHASER"), and the Company, as
seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans
and (y) other than as provided below with respect to the enforcement of
representations and warranties, none of the obligations of the Assignor under
the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.


                           RECOGNITION OF THE COMPANY

                  2.       From and after the date hereof, the Company shall and
does hereby recognize that the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to Soundview Mortgage Loan Trust 2005-1 (the "TRUST")
created pursuant to a Pooling and Servicing Agreement, dated as of February 1,
2005 (the "POOLING AGREEMENT"), among the Assignee, Select Portfolio Servicing,
Inc. as servicer (including its successors in interest and any successor
servicer under the Pooling Agreement, the "Servicer") and Deutsche Bank National
Trust Company, as trustee (including its successors in interest and any
successor trustee under the Pooling Agreement, the "Trustee"). The Company
hereby acknowledges and agrees that from and after the date hereof (i) the Trust
will be the owner of the Mortgage Loans, (ii) the Company shall look solely to
the Trust for performance of any obligations of the Assignor insofar as they
relate to the enforcement of the representations, warranties and covenants with
respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the
Servicer acting on the Trust's behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the Mortgage Loans, under
the Purchase Agreement, including, without limitation, the enforcement of the
document delivery requirements and remedies with respect to breaches of
representations and warranties set forth in the Purchase Agreement, and shall be
entitled to

<PAGE>


enforce all of the obligations of the Company thereunder insofar as they relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they
relate to the rights, title and interest and, with respect to obligations of the
Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust (including the Trustee and the Servicer acting on
the Trust's behalf). Neither the Company nor the Assignor shall amend or agree
to amend, modify, waiver, or otherwise alter any of the terms or provisions of
the Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3.       The Company warrants and represents to the Assignor,
the Assignee and the Trust as of the date hereof that:

                           (a)      The Company is duly organized, validly
         existing and in good standing as a corporation under the laws of the
         State of Delaware;

                           (b)      The Company has the full power and authority
         to execute, deliver and perform, and to enter into and consummate, all
         transactions contemplated by this Agreement. The Company has duly
         authorized the execution, delivery and performance of this Agreement,
         has duly executed and delivered this Agreement, and this Agreement,
         assuming due authorization, execution and delivery by the Assignor or
         Assignee constitutes a legal, valid and binding obligation of the
         Company, enforceable against it in accordance with its terms except as
         the enforceability thereof may be limited by bankruptcy, insolvency or
         reorganization;

                           (c)      The execution and delivery of this Agreement
         by the Company and the performance of and compliance with the terms of
         this Agreement will not violate the Company's articles of incorporation
         or by-laws or constitute a default under or result in a breach or
         acceleration of, any material contract, agreement or other instrument
         to which the Company is a party or which may be applicable to the
         Company or its assets;

                           (d)      The Company is not in violation of, and the
         execution and delivery of this Agreement by the Company and its
         performance and compliance with the terms of this Agreement will not
         constitute a violation with respect to, any order or decree of any
         court or any order or regulation of any federal, state, municipal or
         governmental agency having jurisdiction over the Company or its assets,
         which violation might have consequences that would materially and
         adversely affect the condition (financial or otherwise) or the
         operation of the Company or its assets or might have consequences that
         would materially and adversely affect the performance of its
         obligations and duties hereunder;

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



                                      -2-
<PAGE>


         Agreement;

                           (f)      There are no actions or proceedings against,
         investigations known to it of, the Company before any court,
         administrative or other tribunal (A) that might prohibit its entering
         into this Agreement or (B) that might prohibit or materially and
         adversely affect the performance by the Company of its obligations
         under, or validity or enforceability of, this Agreement or the Mortgage
         Loans; and

                           (g)      No consent, approval, authorization or order
         of any court or governmental agency or body is required for the
         execution, delivery and performance by the Company of, or compliance by
         the Company 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.

                  4.       Pursuant to Section 11 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Sections 7.01 and 7.03 of the Purchase Agreement, are true and correct as of the
date hereof as if such representations and warranties were made on the date
hereof or such earlier date as specified in any such representation and
warranty.

                  5.       The Assignor hereby makes the following
representations and warranties as of the date hereof:

                           (a)      With respect to the representations and
         warranties set forth in Section 7.03 (a) (2), Section 7.03 (a) (3),
         Section 7.03 (a) (4), Section 7.03 (a) (5), Section 7.03 (a) (7),
         Section 7.03 (a) (9), Section 7.03 (a) (15), Section 7.03 (a) (16),
         Section 7.03 (a) (18), Section 7.03 (a) (19), Section 7.03 (a) (20),
         Section 7.03 (a) (25), Section 7.03 (a) (34), Section 7.03 (a) (41) and
         Section 7.03 (a) (50) to the best of the Assignor's knowledge, nothing
         has occurred in the period of time since December 10, 2004 to the date
         hereof which would cause such representations and warranties to be
         untrue in any material respect as of the date hereof;

                           (b)      Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c)      None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws;

                           (d)      No Mortgage Loan is a high cost loan or a
         covered loan, as applicable (as such terms are defined in Standard &
         Poor's LEVELS Version 5.6 Glossary Revised, Appendix E); and

                           (e)      No loan originated on or after October 1,
         2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.


              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES



                                      -3-
<PAGE>


                  6.       The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.04 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein); provided, however, with
respect to any representation of the Company which materially and adversely
affects the interests of any Prepayment Charge, the Company shall pay the amount
of the scheduled Prepayment Charge by remitting such amount to the Servicer for
deposit into the Collection Account in respect of such Prepayment Charge.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.


                                  MISCELLANEOUS

                  7.       This Agreement shall be construed in accordance with
the laws of the State of New York, without regard to conflicts of law
principles, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

                  8.       No term or provision of this Agreement may be waived
or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  9.       This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.

                  10.      Each of this Agreement and the Purchase Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee
and by Assignee to the Trust and nothing contained herein shall supersede or
amend the terms of the Purchase Agreement.

                  11.      This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12.      In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13.      Capitalized terms used in this Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase



                                      -4-
<PAGE>


Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -5-
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                               GREENWICH CAPITAL FINANCIAL
                                               PRODUCTS, INC.


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                               FINANCIAL ASSET SECURITIES CORP.


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                               AMERIQUEST MORTGAGE COMPANY


                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:



                                      -6-
<PAGE>


                                    EXHIBIT A

                             Mortgage Loan Schedule

<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28,
2005, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE"), The CIT
Group/Consumer Finance, Inc. ("CIT"), The CIT Group/Consumer Finance, Inc. (NY)
("CITNY") and The CIT Group/Consumer Finance, Inc. (TN) ("CITTN"; each of CIT,
CITNY and CITTN hereinafter collectively referred to as, the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:


                            ASSIGNMENT AND CONVEYANCE

                  1.       The Assignor hereby conveys, sells, grants, transfers
and assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of May 1, 2004, as amended (the "PURCHASE
AGREEMENT"), between the Assignor, as initial purchaser (the "PURCHASER"), and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the mortgage loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.


                           RECOGNITION OF THE COMPANY

                  2.       From and after the date hereof, the Company shall and
does hereby recognize that the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to Soundview Mortgage Loan Trust 2005-1 (the "TRUST")
created pursuant to a Pooling and Servicing Agreement, dated as of February 1,
2005 (the "POOLING AGREEMENT"), among the Assignee, Select Portfolio Servicing,
Inc. as servicer (including its successors in interest and any successor
servicer under the Pooling Agreement, the "Servicer") and Deutsche Bank National
Trust Company, as trustee (including its successors in interest and any
successor trustee under the Pooling Agreement, the "Trustee"). The Company
hereby acknowledges and agrees that from and after the date hereof (i) the Trust
will be the owner of the Mortgage Loans, (ii) the Company shall look solely to
the Trust for performance of any obligations of the Assignor insofar as they
relate to the enforcement of the representations, warranties and covenants with
respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the
Servicer acting on the Trust's behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to

<PAGE>


the Mortgage Loans, under the Purchase Agreement, including, without limitation,
the enforcement of the document delivery requirements and remedies with respect
to breaches of representations and warranties set forth in the Purchase
Agreement, and shall be entitled to enforce all of the obligations of the
Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser, only insofar as they
relate to the enforcement of the representations, warranties and covenants of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee and the Servicer acting on the Trust's behalf). Neither the Company
nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise
alter any of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company's performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the Trustee.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3.       The Company warrants and represents to the Assignor,
the Assignee and the Trust as of the date hereof that:

                           (a)      The Company is duly organized, validly
                  existing and in good standing under the laws of the
                  jurisdiction of its incorporation;

                           (b)      The Company has full power and authority to
                  execute, deliver and perform its obligations under this
                  Agreement and has full power and authority to perform its
                  obligations under the Purchase Agreement. The execution by the
                  Company of this Agreement is in the ordinary course of the
                  Company's business and will not conflict with, or result in a
                  breach of, any of the terms, conditions or provisions of the
                  Company's charter or bylaws or any legal restriction, or any
                  material agreement or instrument to which the Company is now a
                  party or by which it is bound, or result in the violation of
                  any law, rule, regulation, order, judgment or decree to which
                  the Company or its property is subject. The execution,
                  delivery and performance by the Company of this Agreement have
                  been duly authorized by all necessary corporate action on part
                  of the Company. This Agreement has been duly executed and
                  delivered by the Company, and, upon the due authorization,
                  execution and delivery by the Assignor and the Assignee, will
                  constitute the valid and legally binding obligation of the
                  Company, enforceable against the Company in accordance with
                  its terms except as enforceability may be limited by
                  bankruptcy, reorganization, insolvency, moratorium or other
                  similar laws now or hereafter in effect relating to creditors'
                  rights generally, and by general principles of equity
                  regardless of whether enforceability is considered in a
                  proceeding in equity or at law;

                           (c)      No consent, approval, order or authorization
                  of, or declaration, filing or registration with, any
                  governmental entity is required to be obtained or

<PAGE>


                  made by the Company in connection with the execution, delivery
                  or performance by the Company of this Agreement; and

                           (d)      There is no action, suit, proceeding or
                  investigation pending or threatened against the Company,
                  before any court, administrative agency or other tribunal,
                  which would draw into question the validity of this Agreement
                  or the Purchase Agreement, or which, either in any one
                  instance or in the aggregate, would result in any material
                  adverse change in the ability of the Company to perform its
                  obligations under this Agreement or the Purchase Agreement,
                  and the Company is solvent;

                  4.       Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor and the
Trust, that the representations and warranties set forth in Sections 7.01 and
7.02 of the Purchase Agreement (except for the representations and warranties
set forth in Sections 7.02(iv), 7.02(v), 7.02(vii), 7.02(viii), 7.02(ix),
7.02(xiv), 7.02(xvii), 7.02(xviii), 7.02(xxi), 7.02(xxiii), 7.02(xxvi),
7.02(xxiv), 7.02(xlii), 7.02(xlv), 7.02(li), 7.02(lxxiii), 7.02(lxxv), the last
clause of 7.02(iii), the last sentence of 7.02(xvi), the second and last
sentences of 7.02(xxiv), and the first clause of 7.02(xxxiv)), are true and
correct as of the date hereof as if such representations and warranties were
made on the date hereof, except that the representation and warranty set forth
in Section 7.02(i) shall, for purposes of this Agreement, relate to the Mortgage
Loan Schedule attached hereto.

                  5.       The Assignor hereby makes the following
representations and warranties as of the date hereof:

                           (a)      With respect to the representations and
                  warranties set forth in Sections 7.02(iv), 7.02(v), 7.02(vii),
                  7.02(viii), 7.02(ix), 7.02(xiv), 7.02(xvii), 7.02(xviii),
                  7.02(xxi), 7.02(xxiii), 7.02(xxvi), 7.02(xxiv), 7.02(xlii),
                  7.02(xlv), 7.02(li), 7.02(lxxiii), 7.02(lxxv), the last clause
                  of 7.02(iii), the last sentence of 7.02(xvi), the second and
                  last sentences of 7.02(xxiv), and the first clause of
                  7.02(xxxiv)), to the best of the Assignor's knowledge, nothing
                  has occurred in the period of time since the Assignor
                  purchased the Mortgage Loans from the Company to the date
                  hereof which would cause such representations and warranties
                  to be untrue in any material respect as of the date hereof;

                           (b)      Each Mortgage Loan at the time it was made
                  complied in all material respects with applicable local,
                  state, and federal laws, including, but not limited to, all
                  applicable predatory and abusive lending laws;

                           (c)      None of the mortgage loans are High Cost as
                  defined by any applicable predatory and abusive lending laws;

                           (d)      No Mortgage Loan is a high cost loan or a
                  covered loan, as applicable (as such terms are defined in
                  Standard & Poor's LEVELS Version 5.6 Glossary Revised,
                  Appendix E); and

                           (e)      No loan originated on or after October 1,
                  2002 through March 6, 2003 is governed by the Georgia Fair
                  Lending Act.

<PAGE>


              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6.       The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.


                                  MISCELLANEOUS

                  7.       This Agreement shall be construed in accordance with
the laws of the State of New York, without regard to conflicts of law
principles, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

                  8.       No term or provision of this Agreement may be waived
or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  9.       This Agreement shall inure to the benefit of the
Trust (including the Trustee and the Servicer acting on the Trust's behalf). Any
entity into which Assignor, Assignee or Company may be merged or consolidated
shall, without the requirement for any further writing, be deemed Assignor,
Assignee or Company, respectively, hereunder.

                  10.      Each of this Agreement and the Purchase Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (to the extent assigned hereunder) by Assignee to the Trust
and nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.

                  11.      This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12.      In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13.      Capitalized terms used in this Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      FINANCIAL ASSET SECURITIES CORP.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      THE CIT GROUP/CONSUMER FINANCE, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      THE CIT GROUP/CONSUMER FINANCE, INC. (NY)


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      THE CIT GROUP/CONSUMER FINANCE, INC. (TN)


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:

<PAGE>


                                    EXHIBIT A

                             Mortgage Loan Schedule

<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28,
2005, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and Residential
Mortgage Assistance Enterprise, LLC (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:


                            ASSIGNMENT AND CONVEYANCE

                  1.       The Assignor hereby conveys, sells, grants, transfers
and assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "MORTGAGE LOAN
SCHEDULE") attached hereto as Exhibit A (the "MORTGAGE LOANS") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2003, as amended (the "PURCHASE
AGREEMENT"), among the Assignor, as initial purchaser (the "PURCHASER"), the
Company, as seller and ResMae Mortgage Corporation as interim servicer, solely
insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other
than as provided below with respect to the enforcement of representations and
warranties, none of the obligations of the Assignor under the Purchase
Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.


                           RECOGNITION OF THE COMPANY

                  2.       From and after the date hereof, the Company shall and
does hereby recognize that the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to Soundview Mortgage Loan Trust 2005-1 (the "TRUST")
created pursuant to a Pooling and Servicing Agreement, dated as of February 1,
2005 (the "POOLING AGREEMENT"), among the Assignee, Select Portfolio Servicing,
Inc. as servicer (including its successors in interest and any successor
servicer under the Pooling Agreement, the "Servicer") and Deutsche Bank National
Trust Company, as trustee (including its successors in interest and any
successor trustee under the Pooling Agreement, the "Trustee"). The Company
hereby acknowledges and agrees that from and after the date hereof (i) the
Assignee will be the owner of the Mortgage Loans, (ii) the Company shall look
solely to the Assignee for performance of any obligations of the Assignor
insofar as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) shall have all the rights
and remedies available to the Assignor, insofar as they relate to the Mortgage
Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to
breaches of

<PAGE>


representations and warranties set forth in the Purchase Agreement, and shall be
entitled to enforce all of the obligations of the Company thereunder insofar as
they relate to the Mortgage Loans, and (iv) all references to the Purchaser
(insofar as they relate to the rights, title and interest and, with respect to
obligations of the Purchaser, only insofar as they relate to the enforcement of
the representations, warranties and covenants of the Company) or the Custodian
under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be deemed to refer to the Trust (including the Trustee and the Servicer acting
on the Trust's behalf). Neither the Company nor the Assignor shall amend or
agree to amend, modify, waiver, or otherwise alter any of the terms or
provisions of the Purchase Agreement which amendment, modification, waiver or
other alteration would in any way affect the Mortgage Loans or the Company's
performance under the Purchase Agreement with respect to the Mortgage Loans
without the prior written consent of the Trustee.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3.       The Company warrants and represents to the Assignor,
the Assignee and the Trust as of the date hereof that:

                           (a)      The Company is duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation;

                           (b)      The Company has full power and authority to
         execute, deliver and perform its obligations under this Agreement and
         has full power and authority to perform its obligations under the
         Purchase Agreement. The execution by the Company of this Agreement is
         in the ordinary course of the Company's business and will not conflict
         with, or result in a breach of, any of the terms, conditions or
         provisions of the Company's charter or bylaws or any legal restriction,
         or any material agreement or instrument to which the Company is now a
         party or by which it is bound, or result in the violation of any law,
         rule, regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                           (c)      No consent, approval, order or authorization
         of, or declaration, filing or registration with, any governmental
         entity is required to be obtained or made by the Company in connection
         with the execution, delivery or performance by the Company of this
         Agreement;

                           (d)      There is no action, suit, proceeding or
         investigation pending or threatened against the Company, before any
         court, administrative agency or other



                                      -2-
<PAGE>


         tribunal, which would draw into question the validity of this Agreement
         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent;

                           (e)      Each Mortgage Loan is in compliance with the
         anti-predatory lending eligibility for purchase requirements of Fannie
         Mae's Selling Guide;

                           (f)      No Mortgage Loan is a "High Cost Home Loan"
         as defined in the Georgia Fair Lending Act, as amended (the "Georgia
         Act"). No Mortgage Loan subject to the Georgia Act and secured by owner
         occupied real property or an owner occupied manufactured home located
         in the State of Georgia was originated (or modified) on or after
         October 1, 2002 through and including March 6, 2003;

                           (g)      No Mortgage Loan is a "High Cost Home Loan"
         as defined in New York Banking Law 6-1;

                           (h)      No Mortgage Loan is a "High Cost Home Loan"
         as defined in the Arkansas Home Loan Protection Act effective July 16,
         2003 (Act 1340 of 2003);

                           (i)      No Mortgage Loan is a "High Cost Home Loan"
         as defined in the Kentucky high-cost loan statute effective June 24,
         2003 (Ky. Rev. Stat. Section 360.100);

                           (j)      No Mortgage Loan is a "High-Cost Home Loan"
         as defined in the New Jersey Home Ownership Act effective November 27,
         2003 (N.J.S.A. 46:10B-22 et seq.);

                           (k)      No Mortgage Loan is a "High-Cost Home Loan"
         as defined in the New Mexico Home Loan Protection Act effective January
         1, 2004 (N.M. Stat. Ann. ss.ss. 58-21A-1 et seq.);

                           (l)      No Mortgage Loan is a "High-Risk Home Loan"
         as defined in the Illinois High-Risk Home Loan Act effective January 1,
         2004 (815 Ill. Comp. Stat. 137/1 et seq.);

                           (m)      No Mortgage Loan is a "High-Cost Home
         Mortgage Loan" as defined in the Massachusetts Predatory Home Loan
         Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C);

                           (n)      No Mortgage Loan that was originated on or
         after October 31, 2004, is subject to mandatory arbitration;

                           (o)      No borrower was encouraged or required to
         select a Mortgage Loan product offered by the Mortgage Loan's
         originator which is a higher cost product designed for less
         creditworthy borrowers, unless at the time of the Mortgage Loan's
         origination, such borrower did not qualify taking into account credit
         history and debt to income ratios for a lower cost credit product then
         offered by the Mortgage Loan's originator or any affiliate of the
         Mortgage Loan's originator. If, at the time of loan



                                      -3-
<PAGE>


         application, the borrower may have qualified for a lower cost credit
         product then offered by any mortgage lending affiliate of the Mortgage
         Loan's originator, the Mortgage Loan's originator referred the
         borrower's application to such affiliate for underwriting
         consideration;

                           (p)      The methodology used in underwriting the
         extension of credit for each Mortgage Loan employs objective
         mathematical principles which relate the borrower's income, assets and
         liabilities to the proposed payment and such underwriting methodology
         does not rely on the extent of the borrower's equity in the collateral
         as the principal determining factor in approving such credit extension.
         Such underwriting methodology confirmed that at the time of origination
         (application/approval) the borrower had a reasonable ability to make
         timely payments on the Mortgage Loan;

                           (q)      With respect to any Mortgage Loan that
         contains a provision permitting imposition of a premium upon a
         prepayment prior to maturity: (i) prior to the loan's origination, the
         borrower agreed to such premium in exchange for a monetary benefit,
         including but not limited to a rate or fee reduction, (ii) prior to the
         loan's origination, the borrower was offered the option of obtaining a
         mortgage loan that did not require payment of such a premium, (iii) the
         prepayment premium is disclosed to the borrower in the loan documents
         pursuant to applicable state and federal law, (iv) for loans originated
         on or after September 1, 2004, the duration of the prepayment period
         shall not exceed three (3) years from the date of the note, unless the
         loan was modified to reduce the prepayment period to no more than three
         years from the date of the note and the borrower was notified in
         writing of such reduction in prepayment period, and (v) notwithstanding
         any state or federal law to the contrary, the Company shall not impose
         such prepayment premium in any instance when the mortgage debt is
         accelerated as the result of the borrower's default in making the loan
         payments;

                           (r)      No borrower was required to purchase any
         single premium credit insurance policy (e.g., life, mortgage,
         disability, accident, unemployment, or health insurance product) or
         debt cancellation agreement as a condition of obtaining the extension
         of credit. No borrower obtained a prepaid single premium credit
         insurance policy (e.g., life, mortgage, disability, accident,
         unemployement, or health insurance product) in connection with the
         origination of the Mortgage Loan. No proceeds from any Mortgage Loan
         were used to purchase single premium credit insurance policies or debt
         cancellation agreements as part of the origination of, or as a
         condition to closing, such Mortgage Loan;

                           (s)      All points and fees related to each Mortgage
         Loan were disclosed in writing to the borrower in accordance with
         applicable state and federal law and regulation. Except in the case of
         a Mortgage Loan in an original principal amount of less than $60,000
         which would have resulted in an unprofitable origination, no borrower
         was charged "points and fees" (whether or not financed) in an amount
         greater than 5% of the principal amount of such loan, and such 5%
         limitation is calculated in accordance with Fannie Mae's anti-predatory
         lending requirements as set forth in the Fannie Mae Selling Guide;



                                      -4-
<PAGE>


                           (t)      All fees and charges (including finance
         charges) and whether or not financed, assessed, collected or to be
         collected in connection with the origination and servicing of each
         Mortgage Loan has been disclosed in writing to the borrower in
         accordance with applicable state and federal law and regulation; and

                           (u)      During the period in which the Company
         serviced the Mortgage Loans, it will transmit full-file credit
         reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
         Announcement 95-19 and that for each Mortgage Loan, Servicer agrees it
         shall report one of the following statuses each month as follows: new
         origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed,
         or charged-off.

                  4.       Pursuant to Section 12 of the Purchase Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Subsections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of
the earlier of (i) the date which is 6 months following the date on which the
Company originally conveyed the Mortgage Loans to the Purchaser and (ii) the
Closing Date. Notwithstanding the foregoing, (a) no additional representations
or warranties will be made by the Company with respect to the representations
and warranties set forth in Subsections 7.02(iii), (xiv) and (xxii) (with
respect to the second sentence of Subsection 7.02(xxii)) and (b) the
representations and warranties set forth in Subsections 7.02(ix) and (xviii)
shall only apply to actions taken by the Company or its affiliates.

                  5.       The Assignor hereby makes the following
representations and warranties as of the date hereof:

                           (a)      To the best of the Assignor's knowledge,
         nothing has occurred in the period of time from the date which is 6
         months following the date on which the Company originally conveyed the
         Mortgage Loans to the Purchaser to the date hereof which would cause
         such representation and warranties referred to in Section 4 herein to
         be untrue in any material respect as of the date hereof.

                           (b)      Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws;

                           (c)      None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws;

                           (d)      No Mortgage Loan is a high cost loan or a
         covered loan, as applicable (as such terms are defined in Standard &
         Poor's LEVELS Version 5.6 Glossary Revised, Appendix E); and

                           (e)      No loan originated on or after October 1,
         2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.



                                      -5-
<PAGE>


              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6.       The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein); provided, however, with
respect to any representation of the Company which materially and adversely
affects the interests of any Prepayment Charge, the Company shall pay the amount
of the scheduled Prepayment Charge by remitting such amount to the Servicer for
deposit into the Collection Account in respect of such Prepayment Charge.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein.

                  In addition to the foregoing, within 120 days of the earlier
of discovery by the Assignor or receipt of notice by the Assignor of (i) the
breach of any representation or warranty of the Company set forth in Section
7.02 of the Purchase Agreement which materially and adversely affects the
interests of the Certificateholders in any of the Mortgage Loan and for which
the Company has failed to cure such breach in accordance with the terms of the
Purchase Agreement and (ii)(a) the fact that the Company is no longer an
operating company or (b) an Officers' Certificate certifying to the fact that
the Company is financially unable to cure such breach pursuant to the terms of
the Purchase Agreement, the Assignor shall take such action described in Section
2.03 of the Pooling Agreement in respect of such Mortgage Loan. Such obligation
of the Assignor shall continue until such time that the Rating Agencies inform
the Assignee and the Assignor in writing that such obligation is no longer
required in order for the Rating Agencies to maintain their then-current ratings
on the Certificates.


                                  MISCELLANEOUS



                                      -6-
<PAGE>


                  7.       This Agreement shall be construed in accordance with
the laws of the State of New York, without regard to conflicts of law
principles, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

                  8.       No term or provision of this Agreement may be waived
or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  9.       This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.

                  10.      Each of this Agreement and the Purchase Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee
and by Assignee to the Trust and nothing contained herein shall supersede or
amend the terms of the Purchase Agreement.

                  11.      This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12.      In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13.      Capitalized terms used in this Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -7-
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      FINANCIAL ASSET SECURITIES CORP.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      RESIDENTIAL MORTGAGE ASSISTANCE
                                      ENTERPRISE, LLC


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      -8-
<PAGE>


                                    EXHIBIT A

                             Mortgage Loan Schedule

<PAGE>


                      ASSIGNMENT AND RECOGNITION AGREEMENT

                  THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated February 28,
2005, ("AGREEMENT") among Greenwich Capital Financial Products, Inc.
("ASSIGNOR"), Financial Asset Securities Corp. ("ASSIGNEE") and WMC Mortgage
Corp. (the "COMPANY"):

                  For and in consideration of the sum of TEN DOLLARS ($10.00)
and other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:


                            ASSIGNMENT AND CONVEYANCE

                  1.       The Assignor hereby conveys, sells, grants, transfers
and assigns to the Assignee (x) all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed
as being originated by the Company on the schedule (the "Mortgage Loan
Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of November 1, 2004, as amended (the "Purchase
Agreement"), between the Assignor, as purchaser (the "Purchaser"), and the
Company, as seller, solely insofar as the Purchase Agreement relates to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of the
Assignor under the Purchase Agreement.

                  The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.


                           RECOGNITION OF THE COMPANY

                  2.       From and after the date hereof, the Company shall and
does hereby recognize that the Assignee will transfer the Mortgage Loans and
assign its rights under the Purchase Agreement (solely to the extent set forth
herein) and this Agreement to Soundview Home Loan Trust 2005-1 (the "TRUST")
created pursuant to a Pooling and Servicing Agreement, dated as of February 1,
2005 (the "POOLING AGREEMENT"), among the Assignee, Deutsche Bank National Trust
Company, as trustee (including its successors in interest and any successor
trustee under the Pooling Agreement, the "TRUSTEE") and Select Portfolio
Servicing, Inc., as servicer (including its successors in interest and any
successor servicer under the Pooling Agreement, the "SERVICER"). The Company
hereby acknowledges and agrees that from and after the date hereof (i) the Trust
will be the owner of the Mortgage Loans, (ii) the Company shall look solely to
the Trust for performance of any obligations of the Assignor insofar as they
relate to the enforcement of the representations, warranties and covenants with
respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the
Servicer acting on the Trust's behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the Mortgage Loans, under
the Purchase Agreement, including, without limitation, the enforcement of the
document delivery requirements and remedies with respect to breaches of
representations and warranties set forth in the Purchase Agreement, and shall be
entitled to enforce all of the

<PAGE>


obligations of the Company thereunder insofar as they relate to the Mortgage
Loans, and (iv) all references to the Purchaser (insofar as they relate to the
rights, title and interest and, with respect to obligations of the Purchaser,
only insofar as they relate to the enforcement of the representations,
warranties and covenants of the Company) or the Custodian under the Purchase
Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer
to the Trust (including the Trustee and the Servicer acting on the Trust's
behalf). Neither the Company nor the Assignor shall amend or agree to amend,
modify, waiver, or otherwise alter any of the terms or provisions of the
Purchase Agreement which amendment, modification, waiver or other alteration
would in any way affect the Mortgage Loans or the Company's performance under
the Purchase Agreement with respect to the Mortgage Loans without the prior
written consent of the Trustee.


                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  3.       The Company warrants and represents to the Assignor,
the Assignee and the Trust as of the date hereof that:

                  (a)      The Company is duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         incorporation;

                  (b)      The Company has full power and authority to execute,
         deliver and perform its obligations under this Agreement and has full
         power and authority to perform its obligations under the Purchase
         Agreement. The execution by the Company of this Agreement is in the
         ordinary course of the Company's business and will not conflict with,
         or result in a breach of, any of the terms, conditions or provisions of
         the Company's charter or bylaws or any legal restriction, or any
         material agreement or instrument to which the Company is now a party or
         by which it is bound, or result in the violation of any law, rule,
         regulation, order, judgment or decree to which the Company or its
         property is subject. The execution, delivery and performance by the
         Company of this Agreement have been duly authorized by all necessary
         corporate action on part of the Company. This Agreement has been duly
         executed and delivered by the Company, and, upon the due authorization,
         execution and delivery by the Assignor and the Assignee, will
         constitute the valid and legally binding obligation of the Company,
         enforceable against the Company in accordance with its terms except as
         enforceability may be limited by bankruptcy, reorganization,
         insolvency, moratorium or other similar laws now or hereafter in effect
         relating to creditors' rights generally, and by general principles of
         equity regardless of whether enforceability is considered in a
         proceeding in equity or at law;

                  (c)      No consent, approval, order or authorization of, or
         declaration, filing or registration with, any governmental entity is
         required to be obtained or made by the Company in connection with the
         execution, delivery or performance by the Company of this Agreement;

                  (d)      There is no action, suit, proceeding or investigation
         pending or, to the Company's knowledge, threatened against the Company,
         before any court, administrative agency or other tribunal, which would
         draw into question the validity of this Agreement



                                      -2-
<PAGE>


         or the Purchase Agreement, or which, either in any one instance or in
         the aggregate, would result in any material adverse change in the
         ability of the Company to perform its obligations under this Agreement
         or the Purchase Agreement, and the Company is solvent;

                  (e)      Each Mortgage Loan at the time it was made complied
         in all material respects with applicable local, state, and federal
         laws, including, but not limited to, all applicable predatory and
         abusive lending laws;

                  (f)      No Mortgage Loan is a "High-Cost Home Mortgage Loan"
         as defined in the Massachusetts Predatory Home Loan Practices Act,
         effective November 7, 2004 (Mass. Ann. Laws Ch. 183C);

                  (g)      No Mortgage Loan is a balloon mortgage loan that has
         an original stated maturity of less than seven (7) years;

                  (h)      No Mortgage Loan originated on or after October 31,
         2004 is subject to mandatory arbitration;

                  (i)      With respect to any Mortgage Loan that contains a
         provision permitting imposition of a premium upon a prepayment prior to
         maturity: (i) prior to the loan's origination, the borrower agreed to
         such premium in exchange for a monetary benefit, including but not
         limited to a rate or fee reduction, (ii) prior to the loan's
         origination, the borrower was offered the option of obtaining a
         mortgage loan that did not require payment of such a premium, (iii) the
         prepayment premium is disclosed to the borrower in the loan documents
         pursuant to applicable state and federal law, (iv) for loans originated
         on or after September 1, 2004, the duration of the prepayment period
         shall not exceed three (3) years from the date of the note, unless the
         loan was modified to reduce the prepayment period to no more than three
         years from the date of the note and the borrower was notified in
         writing of such reduction in prepayment period, and (v) notwithstanding
         any state or federal law to the contrary, the Company shall not impose
         such prepayment premium in any instance when the mortgage debt is
         accelerated as the result of the borrower's default in making the loan
         payments;

                  (j)      No borrower was required to purchase any single
         premium credit insurance policy (e.g., life, disability, accident,
         unemployment, or health insurance product) or debt cancellation
         agreement as a condition of obtaining the extension of credit. No
         borrower obtained a prepaid single premium credit insurance policy
         (e.g., life, disability, accident, unemployment, mortgage, or health
         insurance) in connection with the origination of the Mortgage Loan. No
         proceeds from any Mortgage Loan were used to purchase single premium
         credit insurance policies or debt cancellation agreements as part of
         the origination of, or as a condition to closing, such Mortgage Loan;
         and

                  (k)      No Mortgage Loan is a "High Cost Home Loan" as
         defined in the Indiana Home Loan Practices Act, effective January 1,
         2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9);

                  4.       Pursuant to Section 12 of the Purchase Agreement, the
Company hereby



                                      -3-
<PAGE>


represents and warrants, for the benefit of the Assignor, the Assignee and the
Trust, that the representations and warranties set forth in Sections 7.01 and
7.02 of the Purchase Agreement, are true and correct as of the date hereof as if
such representations and warranties were made on the date hereof, except that
(a) the representation and warranty set forth in Section 7.02(a) shall, for
purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto, (b) the representations and warranties set forth in Section 7.02(iii),
(iv), (vi), (viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and
third sentences of (xxiv) and (xxvi) are made as of the Servicing Transfer Date
for each Mortgage Loan (if the Servicing Transfer Date is prior to the date
hereof) and (c) the representations and warranties set forth in Section 7.02(xv)
and (xlix) are made as of November 24, 2004.

                  5.       The Assignor hereby makes the following
representations and warranties as of the date hereof:

                           (a)      To the best of the Assignor's knowledge,
         nothing has occurred in the period of time from the Servicing Transfer
         Date for any Mortgage Loan to the date hereof which would cause the
         representations and warranties set forth Section 7.02(iii), (iv), (vi),
         (viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and
         third sentences of (xxiv) and (xxvi) of the Purchase Agreement to be
         untrue in any material respect as of the date hereof and nothing has
         occurred in the period of time from November 24, 2004 to the date
         hereof which would cause the representations and warranties set forth
         in Section 7.02(xv) and (xlix) of the Purchase Agreement to be untrue
         in any material respect as of the date hereof; and

                           (b)      Each Mortgage Loan at the time it was made
         complied in all material respects with applicable local, state, and
         federal laws, including, but not limited to, all applicable predatory
         and abusive lending laws; and

                           (c)      None of the mortgage loans are High Cost as
         defined by any applicable predatory and abusive lending laws; and

                           (d)      No Mortgage Loan is a high cost loan or a
         covered loan, as applicable (as such terms are defined in Standard &
         Poor's LEVELS Version 5.6 Glossary Revised, Appendix E); and

                           (e)      No loan originated on or after October 1,
         2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.



                                      -4-
<PAGE>


              REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

                  6.       The Company hereby acknowledges and agrees that the
remedies available to the Assignor, the Assignee and the Trust (including the
Trustee and the Servicer acting on the Trust's behalf) in connection with any
breach of the representations and warranties made by the Company set forth in
Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
Agreement as if they were set forth herein (including without limitation the
repurchase and indemnity obligations set forth therein.

                  The Assignor hereby acknowledges and agrees that the remedies
available to the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section 5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they
were set forth herein. With respect to the representations and warranties
contained herein that are made to the knowledge or the best knowledge of the
Assignor or as to which the Assignor has no knowledge, if it is discovered that
the substance of any such representation and warranty is inaccurate and the
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, or the interest therein of the Assignee or the Assignee's, designee or
transferee, then notwithstanding the Assignor's lack of knowledge with respect
to the substance of such representation and warranty being inaccurate at the
time the representation and warranty was made, such inaccuracy shall be deemed a
breach of the applicable representation and warranty and the Assignor shall take
such action described above in Section 5 of this Agreement.


                                  MISCELLANEOUS

                  7.       This Agreement shall be construed in accordance with
the laws of the State of New York, without regard to conflicts of law
principles, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

                  8.       No term or provision of this Agreement may be waived
or modified unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be enforced, with
the prior written consent of the Trustee.

                  9.       This Agreement shall inure to the benefit of (i) the
successors and assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Servicer acting on the Trust's behalf). Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the
requirement for any further writing, be deemed Assignor, Assignee or Company,
respectively, hereunder.



                                      -5-
<PAGE>


                  10.      Each of this Agreement and the Purchase Agreement
shall survive the conveyance of the Mortgage Loans and the assignment of the
Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee
and by Assignee to the Trust and nothing contained herein shall supersede or
amend the terms of the Purchase Agreement.

                  11.      This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

                  12.      In the event that any provision of this Agreement
conflicts with any provision of the Purchase Agreement with respect to the
Mortgage Loans, the terms of this Agreement shall control.

                  13.      Capitalized terms used in this Agreement (including
the exhibits hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.


                            [SIGNATURE PAGE FOLLOWS]



                                      -6-
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.


                                      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      FINANCIAL ASSET SECURITIES CORP.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title



                                      WMC MORTGAGE CORP.


                                      By:
                                         ---------------------------------------
                                      Name:
                                      Title:



                                      -7-
<PAGE>


                                    EXHIBIT A
<PAGE>


                                    EXHIBIT D

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]



                                       D-1
<PAGE>


                                    EXHIBIT E

                               REQUEST FOR RELEASE

To:      Deutsche Bank National Trust Company
         1761 East St. Andrew Place
         Santa Ana, California  92705-4934

                  Re:      Pooling and Servicing Agreement dated as of February
                           1, 2005, among Financial Asset Securities Corp. as
                           Depositor, Select Portfolio Servicing, Inc., as
                           Servicer, and Deutsche Bank National Trust Company, a
                           national Banking Association, as Trustee
                           -----------------------------------------------------

         In connection with the administration of the Mortgage Loans held by you
as Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt of the Trustee's Mortgage
File Or the Mortgage Loan described below, for the reason indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME, ADDRESS & ZIP CODE:

REASON FOR REQUESTING DOCUMENTS (CHECK ONE):

_________1.       Mortgage Paid in Full

_________2.       Foreclosure

_________3.       Substitution

_________4.       Other Liquidation (Repurchases, etc.)

_________5.       Nonliquidation    Reason:_____________________

Address to which Trustee should deliver the Trustee's Mortgage File:

________________________________________________________________________________
________________________________________________________________________________



                                      E-1
<PAGE>


                                         By: ___________________________________
                                                   (authorized signer)


                                         Issuer: _______________________________

                                         Address: ______________________________
                                                  ______________________________


                                         Date:  ________________________________


Trustee

Deutsche Bank National Trust Company

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________                __________________
         Signature                                   Date

         Documents returned to Trustee:

         ______________________________              __________________
         Trustee                                     Date



                                      E-2
<PAGE>


                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                     February __, 2005


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Pooling and Servicing Agreement dated as of February
                           1, 2005, among Financial Asset Securities Corp. as
                           Depositor, Select Portfolio Servicing, Inc., as
                           Servicer, and Deutsche Bank National Trust Company, a
                           national Banking Association, as Trustee
                           -----------------------------------------------------

Ladies and Gentlemen:

         Attached is the Trustee's preliminary exception report delivered in
accordance with Section 2.02 of the referenced Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Mortgage File pertaining to the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any
Mortgage File includes any of the documents specified in clause (vi) of Section
2.01 of the Pooling and Servicing Agreement.

                                           DEUTSCHE BANK NATIONAL TRUST COMPANY


                                           By: _________________________________
                                           Name:
                                           Title:



                                     F-1-1
<PAGE>


                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                  ________________
                                                  [Date]


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Pooling and Servicing Agreement (the "Pooling and
                           Servicing Agreement"), dated as of February 1, 2005
                           among Financial Asset Securities Corp., as Depositor,
                           Select Portfolio Servicing, Inc., as Servicer and
                           Deutsche Bank National Trust Company, as Trustee with
                           respect to Soundview Home Loan Trust 2005-1,
                           Asset-Backed Certificates, Series 2005-1
                           -----------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage loan paid in full
or listed on Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete and, based on an examination of
such documents, the information set forth in items 1, 3, 10, 11 and 15 of the
definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
accurately reflects information in the Mortgage File.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                        DEUTSCHE BANK NATIONAL TRUST COMPANY


                                        By: ____________________________________
                                        Name:
                                        Title:



                                     F-2-1
<PAGE>


                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundivew Home Loan Trust 2005-1,
                           Asset-Backed Certificates Series 2005-1
                           ---------------------------------------

Ladies and Gentlemen:

         Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of February 1, 2005 among Financial
Asset Securities Corp., as Depositor, Select Portfolio Servicing, Inc., as
Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby
acknowledge the receipt of the original Mortgage Notes (a copy of which is
attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2.

                                        DEUTSCHE BANK NATIONAL TRUST COMPANY


                                        By: ___________________________________
                                        Name:
                                        Title:



                                      F-3-1
<PAGE>


                                    EXHIBIT G

                           FORM OF CUSTODIAL AGREEMENT



                                       G-1
<PAGE>


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


                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
                    for the Soundview Home Loan Trust 2005-1,
                    Asset-Backed Certificates, Series 2005-1




                                       and




                J.P. Morgan Trust Company, National Association,
                                  as Custodian




                                       and




                        Select Portfolio Servicing, Inc.,
                                   as Servicer




                               CUSTODIAL AGREEMENT


                             As of February 1, 2005


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

<PAGE>


                                TABLE OF CONTENTS
                                -----------------


                                                                            Page

1.      Definitions............................................................1

2.      Delivery of Custodial Files............................................1

3.      Custodian's Receipt,  Examination and Certification of Mortgage Files;
        Initial Trust Receipt Delivered by the Custodian.......................4

4.      Obligations of the Custodian...........................................4

5.      Final Certification....................................................4

6.      Future Defects.........................................................5

7.      Release for Servicing..................................................5

8.      Release for Payment....................................................5

9.      Fees and Expenses of Custodian.........................................6

10.     Removal of Custodian...................................................6

11.     Transfer of Custodial Files............................................6

12.     Examination of Custodial Files.........................................6

13.     Insurance of Custodian.................................................6

14.     Counterparts...........................................................7

15.     Periodic Statements....................................................7

16.     GOVERNING LAW..........................................................7

17.     Copies of Mortgage Documents...........................................7



                                       i
<PAGE>


18.     No Adverse Interest of Custodian.......................................7

19.     Termination by Custodian...............................................7

20.     Term of Agreement......................................................8

21.     Notices................................................................8

22.     Successors and Assigns.................................................8

23.     Indemnification of Custodian...........................................8

24.     Reliance of Custodian..................................................9

25.     Transmission of Custodial Files.......................................10

26.     Authorized Representatives............................................11

27.     Reproduction of Documents.............................................11

28.     Amendment.............................................................11



EXHIBITS

EXHIBIT 1         FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
EXHIBIT 2         FORM OF FINAL CERTIFICATION
EXHIBIT 3         FORM OF REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT 4         AUTHORIZED REPRESENTATIVES OF SERVICER
EXHIBIT 5         AUTHORIZED REPRESENTATIVES OF TRUSTEE
EXHIBIT 6         AUTHORIZED REPRESENTATIVES OF CUSTODIAN
EXHIBIT 7         MORTGAGE LOAN SCHEDULE



                                       ii
<PAGE>


                  THIS CUSTODIAL AGREEMENT, dated as of February 1, 2005, among
Deutsche Bank National Trust Company, having an address at 1761 East St. Andrew
Place, Santa Ana, California 92705-4934, not individually but solely as trustee
for Soundview Home Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1
(the "Trustee"), J.P. Morgan Trust Company, National Association as custodian,
having an address at 2220 Chemsearch Boulevard, Suite 150, Irving, Texas 75062
(the "Custodian") and Select Portfolio Servicing, Inc. as servicer (the
"Servicer"), having an address at P.O. Box 65428, Salt Lake City, Utah
84165-0428.


                               W I T N E S S E T H
                               - - - - - - - - - -


                  WHEREAS, Financial Asset Securities Corp. (the "Depositor")
has agreed to purchase certain conventional fixed-rate and adjustable-rate
mortgage loans (the "Mortgage Loans") from Greenwich Capital Financial Products,
Inc. (the "Seller"), pursuant to the terms and conditions of an Assignment and
Recognition Agreement, dated as of February 28, 2005, among the Depositor, as
assignee, the Seller, as assignor and Residential Mortgage Assistance
Enterprise, LLC (the "Assignment Agreement");


                  WHEREAS, the Servicer is to service the Mortgage Loans on
behalf of Soundview Home Loan Trust 2005-1, under a Pooling and Servicing
Agreement, dated as of February 1, 2005, among the Depositor, the Servicer and
the Trustee (the "Pooling and Servicing Agreement"); and


                  WHEREAS, the Custodian is a national banking association
chartered under the laws of the United States of America and regulated by the
Comptroller of the Currency, and is otherwise authorized to act as Custodian
pursuant to this Agreement. With respect to each of the Mortgage Loans set forth
on the Mortgage Loan Schedule attached as Exhibit 8 hereto, the Servicer desires
to have the Custodian take possession of the Mortgages and Mortgage Notes, along
with certain other documents specified herein, as the custodian, in accordance
with the terms and conditions hereof.


                  NOW THEREFORE, in consideration of the mutual undertakings
herein expressed, the parties hereto hereby agree as follows:

                  1. DEFINITIONS.

                  Any capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.

                  2. DELIVERY OF CUSTODIAL FILES.

                  The Depositor has delivered and released, or will cause to be
delivered and released, to the Custodian on or prior to the Closing Date the
following documents pertaining to each of the Mortgage Loans identified in the
Mortgage Loan Schedule (the "Custodial File"):

<PAGE>


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

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

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

                  (iv) an original copy of any intervening assignment of
         Mortgage showing a complete chain of assignments; (v) the original or a
         certified copy of lender's title insurance policy; and (vi) the
         original or copies of each assumption, modification, written assurance
         or substitution agreement, if any.

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



                                       2
<PAGE>


or escrow company, with the original or a certified copy thereof to be delivered
to the Custodian, promptly upon receipt thereof. The Servicer or the Depositor
shall deliver or cause to be delivered to the Custodian promptly upon receipt
thereof any other documents constituting a part of a Mortgage File received with
respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption or modification of any Mortgage Loan.

                  Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the
Custodian shall notify the Servicer and the Servicer shall enforce the
obligations of the Originator or the Seller, as applicable under the Assignment
Agreement to cure such defect or deliver such missing document to the Trustee or
the Custodian within 90 days. If the Originator or the Seller does not cure such
defect or deliver such missing document within such time period, the Servicer
shall enforce the obligations of the Originator or the Seller, as applicable, to
either repurchase or substitute for such Mortgage Loan in accordance with
Section 2.03 of the Pooling and Servicing Agreement. In connection with the
foregoing, it is understood that the Custodian shall have no duty to discover
any such defects except in the course of performing its review of the Mortgage
Files to the extent set forth herein.

                  The Servicer shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution; provided, however, that the Servicer shall provide the
Custodian with a certified true copy of any such document submitted for
recordation within two weeks of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of the
original within 365 days of its submission for recordation. In the event that
the Servicer cannot provide a copy of such document certified by the public
recording office within such 365 day period, the Servicer shall deliver to the
Custodian, within such 365 day period, an Officers' Certificate of the Servicer
which shall (A) identify the recorded document, (B) state that the recorded
document has not been delivered to the Custodian due solely to a delay caused by
the public recording office, (C) state the amount of time generally required by
the applicable recording office to record and return a document submitted for
recordation, if known and (D) specify the date the applicable recorded document
is expected to be delivered to the Custodian, and, upon receipt of a copy of
such document certified by the public recording office, the Servicer shall
immediately deliver such document to the Custodian. In the event the appropriate
public recording office will not certify as to the accuracy of such document,
the Servicer shall deliver a copy of such document certified by an officer of
the Servicer to be a true and complete copy of the original to the Custodian.

                  The Custodian hereby agrees to its duties under Section 2.03
of the Pooling and Servicing Agreement with respect to Qualified Substitute
Mortgage Loans.



                                       3
<PAGE>


                  3.       CUSTODIAN'S RECEIPT, EXAMINATION AND CERTIFICATION OF
                           MORTGAGE FILES; INITIAL TRUST RECEIPT DELIVERED BY
                           THE CUSTODIAN.

                  The Custodian agrees, for the benefit of the
Certificateholders, to review each Custodial File on or before the Closing Date
and to certify in substantially the form attached hereto as Exhibit 1 (the
"Trust Receipt and Initial Certification") that, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents required to be
delivered to it pursuant to Section 2 of this Agreement are in its possession,
(ii) such documents have been reviewed by it and have not been mutilated,
damaged or torn and appear on their face to relate to such Mortgage Loan and
(iii) based on its examination and only as to the foregoing, the information set
forth in the Mortgage Loan Schedule that corresponds to items (1) and (3) of the
definition of "Mortgage Loan Schedule" in the Pooling and Servicing Agreement
accurately reflects information set forth in the Custodial File. It is herein
acknowledged that, in conducting such review, the Custodian was not under any
duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine whether they are genuine,
enforceable, or appropriate for the represented purpose or whether they have
actually been recorded or that they are other than what they purport to be on
their face or (ii) to determine whether any Custodial File should include any of
the documents specified in clause (vi) of Section 2.

                  4.       OBLIGATIONS OF THE CUSTODIAN.

                  With respect to the Mortgage Note, the Mortgage and the
Assignment and other documents constituting each Custodial File which is
delivered to the Custodian or which come into the possession of the Custodian,
the Custodian is the custodian for the Trustee exclusively. The Custodian shall
hold all mortgage documents received by it constituting the Custodial File for
the exclusive use and benefit of the Trustee, and shall make disposition thereof
only in accordance with this Agreement and the instructions furnished by the
Trustee. The Custodian shall segregate and maintain continuous custody of all
mortgage documents constituting the Custodial File in secure and fire-resistant
facilities in accordance with customary standards for such custody. The
Custodian shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any document in
each Custodial File or of any of the Mortgage Loans or (ii) the collectability,
insurability, effectiveness or suitability of any Mortgage Loan. The Custodian
shall not execute any endorsements on the Mortgage Notes and Assignments of
Mortgages without the prior written consent of the Trustee, except as otherwise
set forth in Section 2 of this Agreement or as otherwise agreed to between the
Trustee and the Custodian.

                  5.       FINAL CERTIFICATION.

                  Within one (1) year after the Closing Date, the Custodian
shall review each Custodial File, and shall deliver to the Trustee (with a copy
to the Depositor and the Servicer), a Final Certification attached hereto as
Exhibit 2 to the effect that, as to each Mortgage Loan listed on the Mortgage
Loan Schedule (other than any Mortgage Loan (i) paid in full, or (ii)



                                       4
<PAGE>


specifically identified on such Final Certification as not covered by such Final
Certification): (i) all documents required to be delivered to it pursuant to
paragraphs (i), (ii), (iii), (iv) and (vi) and to the extent provided in the
Custodial Files paragraph (v) of Section 2 of this Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face and relate to such Mortgage Loan; (iii) based on its examination and
only as to the foregoing documents, the information set forth in items (1) and
(3) of the definition of "Mortgage Loan Schedule" in the Pooling and Servicing
Agreement accurately reflects information set forth in the Custodial File; and
(iv) each Mortgage Note has been endorsed as provided in Section 2 of this
Agreement and each Mortgage has been assigned in accordance with Section 2 of
this Agreement.

                  6.       FUTURE DEFECTS.

                  During the term of this Agreement, if the Custodian discovers
any defect with respect to the Custodial File, the Custodian shall give written
specification of such defect to the Servicer and the Trustee.

                  7.       RELEASE FOR SERVICING.

                  From time to time and as appropriate for the foreclosure or
servicing of any of the Mortgage Loans, the Custodian shall, upon receipt of two
copies (or electronic receipt from the Servicer in a form acceptable to the
Custodian) of a Request for Release of Documents and receipt in the form annexed
hereto as EXHIBIT 3, release to the Servicer, the related Custodial File. The
Servicer shall return to the Custodian the Custodial File when the Servicer's
need therefor in connection with such foreclosure or servicing no longer exists,
unless the Mortgage Loan shall be liquidated in which case, upon receipt of an
additional Request for Release of Documents and receipt certifying such
liquidation in the form annexed hereto as EXHIBIT 3, the request and receipt
submitted pursuant to the first sentence of this Section 7 shall be released by
the Custodian to the Servicer.


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

                  8.       RELEASE FOR PAYMENT.

                  Upon receipt by the Custodian of two copies (or electronic
receipt from the Servicer in a form acceptable to the Custodian) of the
Servicer's Request for Release of Documents and receipt in the form annexed
hereto as EXHIBIT 3 (which certification shall include a statement to the effect
that all amounts received in connection with such payment, repurchase or
liquidation have been credited to the related custodial account), the Custodian
shall promptly release the related Custodial File to the Servicer.



                                       5
<PAGE>


                  9.       FEES AND EXPENSES OF CUSTODIAN.

                  On each Distribution Date, in accordance with the terms of the
Pooling and Servicing Agreement, any amounts owed to the Custodian shall be paid
by the Trustee out of the Distribution Account, as set forth in a separate fee
schedule between the Custodian and the Depositor as set forth in Exhibit 8. By
each Determination Date, the Custodian shall notify the Trustee of the amounts
owed to the Custodian with respect to the related Distribution Date.

                  10.      REMOVAL OF CUSTODIAN.

                  The Trustee at the direction of the Depositor, with or without
cause, may upon at least 60 days' notice remove and discharge the Custodian from
the performance of its duties under this Agreement by written notice from the
Trustee to the Custodian, with a copy to the Servicer. Having given notice of
such removal, the Trustee at the direction of the Depositor promptly shall
appoint (with the consent of the Servicer) a successor Custodian to act on
behalf of the Trustee by written instrument, one original counterpart of which
instrument shall be retained by the Trustee, with a copy to each of the Servicer
and the Depositor, and an original to the successor Custodian. In the event of
any such removal, the Custodian shall, upon the Trustee's surrender of the Trust
Receipt and Initial Certifications and Final Certification, as applicable,
promptly transfer to the successor Custodian, as directed, all Custodial Files
being administered under this Agreement. In the event of any such removal and
appointment the Trust Fund shall be responsible for the fees and expenses of the
existing and successor Custodian.

                  11.      TRANSFER OF CUSTODIAL FILES.

                  Upon the Custodian's receipt of two (2) Business Days' written
or electronic notification from the Trustee, the Custodian shall release to such
persons as the Trustee shall designate all or a portion of the Custodial Files
relating to the Mortgage Loans subject to the Trust Receipt and Initial
Certification or Final Certification, as applicable.

                  12.      EXAMINATION OF CUSTODIAL FILES.

                  Upon reasonable prior written notice to the Custodian but not
less than two (2) Business Days notice, the Trustee and its agents, accountants,
attorneys and auditors will be permitted during normal business hours to examine
the Custodial Files, documents, records and other papers in the possession of or
under the control of the Custodian relating to any or all of the Mortgage Loans
at the expense of the Trustee.

                  13.      INSURANCE OF CUSTODIAN.

                  At its own expense, the Custodian shall maintain at all times
during the existence of this Agreement and keep in full force and effect such
insurance in amounts, with standard coverage and subject to deductibles, all as
is customary for insurance typically maintained by banks which act as Custodian.
The minimum coverage under any such bond and insurance policies shall be at
least equal to the corresponding amounts required by Fannie Mae in the



                                       6
<PAGE>


Fannie Mae Servicing Guide or by Freddie Mac in the Freddie Mac Sellers' &
Servicers' Guide. Upon request, the Trustee shall be entitled to receive
evidence satisfactory to the Trustee that such insurance is in full force and
effect.

                  14.      COUNTERPARTS.

                  For the purpose of facilitating the execution 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 and be one and the same instrument.

                  15.      PERIODIC STATEMENTS.

                  Upon the written request of the Trustee, the Custodian shall
provide to the Trustee a list of all the Mortgage Loans for which the Custodian
holds a Custodial File pursuant to this Agreement. Such list may be in the form
of a copy of the Mortgage Loan Schedule with manual deletions to specifically
denote any Mortgage Loans paid off, repurchased or sold since the date of this
Agreement.

                  16.      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.

                  17.      COPIES OF MORTGAGE DOCUMENTS.

                  Upon the written request of the Trustee and at the cost and
expense of the Trust Fund, the Custodian shall provide the Trustee with copies
of the Mortgage Notes, Mortgages, Assignments and other documents relating to
one or more of the Mortgage Loans.

                  18.      NO ADVERSE INTEREST OF CUSTODIAN.

                  By execution of this Agreement, the Custodian represents and
warrants that it currently holds, and during the existence of this Agreement
shall hold, no interest adverse to the Trustee, by way of security or otherwise,
in any Mortgage Loan, and hereby waives and releases any such interest which it
may have in any Mortgage Loan as of the date hereof.

                  19.      TERMINATION BY CUSTODIAN.

                  The Custodian may terminate its obligations under this
Agreement upon at least sixty (60) days' prior notice to the Servicer and the
Trustee. In the event of such termination, the Trustee, at the direction of the
Depositor (with the consent of the Servicer, such consent not to be



                                       7
<PAGE>


unreasonably withheld) shall appoint a successor Custodian. The payment of the
existing Custodian's or such successor Custodian's fees and expenses shall be
solely the responsibility of the Trust Fund. Upon such appointment, the
Custodian shall promptly transfer to the successor Custodian, as directed, all
Custodial Files being administered under this Agreement.

                  20.      TERM OF AGREEMENT.

                  Unless terminated pursuant to Section 10 or Section 19 hereof,
this Agreement shall terminate upon the final payment or other liquidation (or
advance with respect thereto) of the last Mortgage Loan or the disposition of
all property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, and the final remittance of all funds due under the Pooling and
Servicing Agreement. In such event all documents remaining in the Custodial
Files shall be released in accordance with the written instructions of the
Trustee.

                  21.      NOTICES.

                  All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when received by the
recipient party (i) in the case of the Custodian, the Trustee and the Servicer,
at the address shown on the first page hereof, (ii) in the case of the
Depositor, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
Connecticut 08630, Attention: Legal and (iii) in the case of the Seller,
Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich,
Connecticut 08630, Attention: Legal, or in any case, at such other addresses as
may hereafter be furnished to the other party by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on the
date delivered to or received at the premises of the addressee.

                  22.      SUCCESSORS AND ASSIGNS.

                  This Agreement shall inure to the benefit of the successors
and assigns of the parties hereto; provided however, that the form of any
assignment by any party of its interests hereunder shall be in a form reasonably
acceptable to the Trustee, the Servicer and the Custodian. Such assignment shall
be executed by an authorized representative of the assignor and any assignee
shall forward a list of authorized representatives to each party to this
Agreement pursuant to Section 26 of this Agreement.

                  23.      INDEMNIFICATION OF CUSTODIAN.

                  The Custodian and its directors, officers, agents and
employees shall be indemnified and held harmless by the Trust Fund against
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements, including reasonable attorney's fees, that may
be imposed on, incurred by, or asserted against it or them directly relating to
or arising out of this Custodial Agreement or any action taken or not taken by
it or them hereunder unless such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements were
imposed on, incurred by or asserted



                                       8
<PAGE>


against the Custodian because of the breach by the Custodian of its obligations
hereunder, which breach was caused by negligence, lack of good faith or willful
misconduct on the part of the Custodian or any of its directors, officers,
agents or employees. The indemnification set forth in this section shall survive
any termination or assignment of this Custodial Agreement and the termination or
removal of the Custodian.

                  The Custodian agrees to indemnify and hold the Trust Fund, its
employees, officers, directors, and agents, and its designee harmless against
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements, including reasonable attorney's fees, that may
be imposed on, incurred by, or asserted against them directly relating to or
arising out of a failure to produce a Mortgage Note, Assignment or any other
document related to a Mortgage Loan that was in its possession pursuant to
Section 2 within two (2) Business Days after required or requested by the
Trustee, and provided, that (i) Custodian previously delivered to the Trustee a
Trust Receipt and Initial Certification with respect to such document (other
than any Mortgage Loan identified in the exception report annexed thereto as not
covered by such certification); (ii) such document is not outstanding pursuant
to a Request for Release; and (iii) such document was held by the Custodian on
behalf of the Trustee. In no event shall the Custodian or its directors,
officers, agents and employees be liable for any special, indirect or
consequential damages from any action taken or omitted to be taken by it or them
hereunder or in connection herewith even if advised of the possibility of such
damages. The foregoing indemnification shall survive any termination or
assignment of this Agreement or the removal or resignation of the Custodian
hereunder. Notwithstanding anything to the contrary herein or in the Pooling and
Servicing Agreement, it is hereby understood that the Trustee shall not be
liable for the acts, omissions, duties, obligations or liabilities of the
Custodian.

                  24.      RELIANCE OF CUSTODIAN.

                  (i) The Custodian may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
request, instructions, certificate, opinion or other document furnished to the
Custodian, reasonably believed by the Custodian to be genuine and to have been
signed or presented by the proper party or parties and conforming to the
requirements of this Agreement; but in the case of any loan document or other
request, instruction, document or certificate which by any provision hereof is
specifically required to be furnished to the Custodian, the Custodian shall be
under a duty to examine the same to determine, subject to the limitations on the
Custodian's obligations set forth herein, whether or not it conforms to the
requirements of this Agreement.

(ii) The Custodian shall have no duties or responsibilities except those that
are specifically set forth in this Agreement. The Custodian shall have no
responsibility nor duty with respect to any Custodial File while such Custodial
File is not in its possession. If the Custodian requests instructions from the
Trustee with respect to any act, action or failure to act in connection with
this Agreement, the Custodian shall be entitled to refrain from taking such
action and continue to refrain from acting unless and until the Custodian shall
have received



                                       9
<PAGE>


written instructions from the Trustee with respect to a Custodial File without
incurring any liability therefor to the Trustee or any other Person.

                  (iii) Other than as provided herein, neither the Custodian nor
any of its directors, officers, agents or employees shall be liable for any
action or omission to act hereunder except for its or their own negligence or
lack of good faith or willful misconduct. In no event shall the Custodian or any
of its directors, officers, agents or employees have any responsibility to
ascertain or take action except as expressly provided herein.

                  (iv) Neither the Custodian nor any of its directors, officers,
agents or employees shall be liable for any action taken or not taken by it in
good faith in the performance of its obligations under this Agreement. The
obligations of the Custodian or any of its directors, officers, agents or
employees shall be determined solely by the express provisions of this
Agreement. No representation, warranty, covenant, agreement, obligation or duty
of the Custodian or any of its directors, officers, agents or employees shall be
implied with respect to this Agreement or the Custodian's services hereunder.

                  (v) The Custodian, its directors, officers, agents and
employees shall be under no duty or obligation to inspect, review or examine the
Custodial Files to determine that the contents thereof are genuine, enforceable
or appropriate for the represented purpose or that they have been actually
recorded or that they are other than what they purport to be on their face.

                  (vi) The Custodian may consult with counsel selected by the
Custodian with regard to legal questions arising out of or in connection with
this Agreement, and the advice or opinion of such counsel shall be full and
complete authorization and protection in respect of any action reasonably taken,
omitted or suffered by the Custodian in good faith and in accordance therewith.

                  (vii) No provision of this Agreement shall require the
Custodian to expend or risk its own funds or otherwise incur financial liability
(other than expenses or liabilities otherwise required to be incurred by the
express terms of this Agreement) in the performance of its duties under this
Agreement if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity is not reasonably assured to it.

                  (viii) Any corporation into which the Custodian may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Custodian shall be a
party, or any corporation succeeding to the business of the Custodian shall be
the successor of the Custodian hereunder without the execution or filing of any
paper with any party hereto or any further act on the part of any of the parties
hereto except where an instrument of transfer or assignment is required by law
to effect such succession, anything herein to the contrary notwithstanding.

                  25. TRANSMISSION OF CUSTODIAL FILES.



                                       10
<PAGE>


                  Written or electronic instructions as to the method of
shipment and shipper(s) the Custodian is directed to utilize in connection with
transmission of mortgage files and loan documents in the performance of the
Custodian's duties hereunder shall be delivered by the Servicer (a "Requesting
Party"), to the Custodian prior to any shipment of any mortgage files and loan
documents hereunder. The Requesting Party will arrange for the provision of such
services at its sole cost and expense (or, at the Custodian's option, reimburse
the Custodian for all costs and expenses incurred by the Custodian consistent
with such instructions) and will maintain such insurance against loss or damage
to mortgage files and loan documents as the Requesting Party deems appropriate.
Without limiting the generality of the provisions of Section 23 above, it is
expressly agreed that in no event shall the Custodian have any liability for any
losses or damages to any person, including without limitation, any Requesting
Party, arising out of actions of the Custodian consistent with instructions of
the Requesting Party.

                  26. AUTHORIZED REPRESENTATIVES.

                  Each individual designated as an authorized representative of
the Servicer, the Trustee and the Custodian, respectively (an "AUTHORIZED
REPRESENTATIVE"), is authorized to give and receive notices, requests and
instructions and to deliver certificates and documents in connection with this
Agreement on behalf of the Servicer, the Trustee or the Custodian, as the case
may be, and the specimen signature for each such Authorized Representative of
the Servicer, the Trustee and the Custodian, initially authorized hereunder, as
set forth on EXHIBIT 4, EXHIBIT 5 and EXHIBIT 6 hereof, respectively. From time
to time the parties hereto may, by delivering to each other a revised exhibit,
change the information previously given pursuant to this Section 26, but each of
the parties hereto shall be entitled to rely conclusively on the then current
exhibit until receipt of a superseding exhibit.

                  27. REPRODUCTION OF DOCUMENTS.

                  This Custodial Agreement and all documents relating thereto
except with respect to the Custodial File, including, without limitation, (a)
consents, waivers and modifications which may hereafter be executed, and (b)
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process. The parties agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

                  28. AMENDMENT.

                  This Custodial Agreement may be amended from time to time by
written agreement signed by the Servicer, the Trustee and the Custodian.



                                       11
<PAGE>


                  IN WITNESS WHEREOF, the Trustee, the Custodian and the
Servicer have caused their names to be duly signed hereto by their respective
officers thereunto duly authorized, all as of the date first above written.


                                        DEUTSCHE BANK NATIONAL TRUST OMPANY,
                                        as Trustee for the Soundview Home Loan
                                        Trust 2005-1, Asset-Backed Certificates,
                                        Series 2005-1


                                        By: ____________________________________
                                        Name:
                                        Title:


                                        By: ____________________________________
                                        Name:
                                        Title:


                                        J.P. MORGAN TRUST COMPANY,
                                        NATIONAL ASSOCIATION, as
                                        Custodian



                                        By: ____________________________________
                                        Name:
                                        Title:



                                        SELECT PORTFOLIO SERVICING, INC.,
                                        as Servicer


                                        By: ____________________________________
                                        Name:
                                        Title:

<PAGE>


                                    EXHIBIT 1
                                    ---------


                 FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION


                                                 March [__], 2005


Trust Receipt #: ___


Original Principal Balance of the Mortgage Loans:$_________


Deutsche Bank National Trust Company           Financial Asset Securities Corp.
1761 East St. Andrew Place                     600 Steamboat Road
Santa Ana, California 92705-4934               Greenwich, Connecticut 08630
Attention: Trust Administration GC05S1

Select Portfolio Servicing, Inc.
P.O. Box 65428
Salt Lake City, Utah  84165-0428


                  Re:      Custodial Agreement, dated as of February 1, 2005,
                           among Deutsche Bank National Trust Company as the
                           Trustee, Select Portfolio Servicing, Inc. as Servicer
                           and J.P. Morgan Trust Company, National Association
                           as the Custodian

Ladies and Gentlemen:

                  In accordance with the provisions of Section 3 of the
above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby
certifies that it is holding the Mortgage Loans identified on the schedule
attached hereto for the exclusive benefit of the Trustee pursuant to the terms
and conditions of the Custodial Agreement, and it has received a Custodial File
with respect to each such Mortgage Loan (other than any Mortgage Loan
specifically identified on the exception report attached hereto) and that with
respect to each such Mortgage Loan: (i) all documents required to be delivered
to it pursuant to Section 2.01 of this Agreement are in its possession, (ii)
such documents have been reviewed by it and have not been mutilated, damaged or
torn and appear on their face to relate to such Mortgage Loan and (iii) based on
its examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) and (3) of the definition
of "Mortgage Loan Schedule" in the Pooling and Servicing Agreement accurately
reflects information set forth in the Custodial File.


                  The Custodian hereby confirms that it is holding each such
Custodial File as agent and bailee of and custodian for the exclusive use and
benefit of the Trustee pursuant to the terms of the Custodial Agreement.

<PAGE>


                  Capitalized terms used herein shall have the meaning ascribed
to them in the Custodial Agreement.


                                        J.P. MORGAN TRUST COMPANY, NATIONAL
                                        ASSOCIATION
                                        (Custodian)


                                        By:___________________________
                                        Name:
                                        Title:



                                       2
<PAGE>


                                    EXHIBIT 2
                                    ---------


                           FORM OF FINAL CERTIFICATION


TRUST RECEIPT # ___

                                                              March __, 2005

Aggregate Amount of Mortgage Loans: _____

Original Principal Balance of Aggregate Mortgage Loans: __________

Deutsche Bank National Trust Company            Financial Asset Securities Corp.
1761 East St. Andrew Place                      600 Steamboat Road
Santa Ana, California 92705-4934                Greenwich, Connecticut 08630
Attention: Trust Administration GC05S1
Select Portfolio Servicing, Inc.
P.O. Box 65428 Salt Lake City, Utah 84165-0428


                  Re:      Custodial Agreement, dated as of February 1, 2005,
                           among Deutsche Bank National Trust Company as the
                           Trustee, Select Portfolio Servicing, Inc. as Servicer
                           and J.P. Morgan Trust Company, National Association
                           as the Custodian
                           -----------------------------------------------------

Ladies and Gentlemen:


                  In accordance with the provisions of Section 4 of the
above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby
certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto) it has reviewed the Custodial Files and has determined that
(i) all documents required to be delivered to it pursuant to Sections 2(i),
(ii), (iii), (iv) and (v) of the Custodial Agreement are in its possession and
to the extent provided in the Custodial Files paragraph (v) of Section 2 of the
Custodial Agreement are in its possession; (ii) such documents have been
reviewed by it and appear regular on their face and relate to such Mortgage
Loan; (iii) based on its examination and only as to the foregoing documents, the
information set forth in items (1) and (3) of the definition of "Mortgage Loan
Schedule" in the Pooling and Servicing Agreement accurately reflects information
set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed
as provided in Section 2 of the Custodial Agreement and each Mortgage has been
assigned in accordance with Section 2 of the Custodial Agreement. The Custodian
makes no representations as to (i) the validity, legality, enforceability,
sufficiency, due authorization or genuineness of any of the documents contained
in each Custodial File or of any of the Mortgage Loans or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.

<PAGE>


                  The Custodian hereby confirms that it is holding each such
Custodial File as agent and bailee of, and custodian for the exclusive use and
benefit, and subject to the sole direction, of the Trustee pursuant to the terms
and conditions of the Custodial Agreement.



                                       2
<PAGE>


                  Capitalized terms used herein shall have the meaning ascribed
to them in the Custodial Agreement.


                                        J.P. MORGAN TRSUT COMPANY, NATIONAL
                                        ASSOCIATION
                                        (Custodian)


                                        By:___________________________
                                        Name:
                                        Title:



                                       3
<PAGE>


                                    EXHIBIT 3
                                    ---------

                        REQUEST FOR RELEASE OF DOCUMENTS

To:      J.P. Morgan Trust Company, National Association
         2220 Chemsearch Boulevard, Ste. 150
         Irving, Texas 75062
         Attn:   Inventory Control

                  Re:      Custodial Agreement, dated as of February 1, 2005,
                           among Deutsche Bank National Trust Company as the
                           Trustee, Select Portfolio Servicing, Inc. as Servicer
                           and J.P. Morgan Trust Company, National Association.
                           as the Custodian
                           -----------------------------------------------------


                  In connection with the administration of the Mortgage Loans
held by you as Custodian for the Trustee pursuant to the above-captioned
Custodial Agreement, we request the release, and hereby acknowledge receipt, of
the Custodial 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 Custodian should
Deliver the Custodial File:        __________________________________________
                                   __________________________________________
                                   __________________________________________

<PAGE>


                                           By:__________________________________
                                                       (authorized signer)

Issuer:____________________________
                                           Address:

                                           Date:________________________________
CUSTODIAN

J.P. Morgan Trust Company, National Association

Please acknowledge the execution of the above request by your signature and date
below:


___________________________________                     ________________________
Signature                                               Date


Documents returned to Custodian:


___________________________________                     ________________________
Custodian                                               Date



                                       2
<PAGE>


                                    EXHIBIT 4
                                    ---------

                     AUTHORIZED REPRESENTATIVES OF SERVICER



NAME                                              SPECIMEN SIGNATURE
----                                              ------------------


___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________


<PAGE>


                                    EXHIBIT 5
                                    ---------

                      AUTHORIZED REPRESENTATIVES OF TRUSTEE



NAME                                              SPECIMEN SIGNATURE
----                                              ------------------

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________



                                       2
<PAGE>


                                    EXHIBIT 6
                                    ---------


                     AUTHORIZED REPRESENTATIVES OF CUSTODIAN


NAME                                              SPECIMEN SIGNATURE
----                                              ------------------


___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

___________________________________               ______________________________

<PAGE>


                                    EXHIBIT 7
                                    ---------

                           SCHEDULE OF MORTGAGE LOANS

<PAGE>


                                    EXHIBIT 8
                                    ---------

                                  FEE SCHEDULE

<PAGE>


                                CUSTODY SERVICES

                                       FOR

                           GREENWICH CAPITAL PARTNERS

                                SOUNDVIEW 2005-1


I.         DOCUMENT MANAGEMENT FEES:


CUSTODIAL  FEES


   o   MONTHLY SAFEKEEPING/MAINTENANCE                       $.20 CENTS PER FILE
   o   DEPOSITS/TRAILING DOCUMENTS                           $1.25 PER DOCUMENT
   o   RESEARCH/PHOTOCOPIES/FAXES                            $0.50 PERPAGE
   o   FILE REVIEW                                           $3.50 PER FILE
   o   FILE RELEASES (MANUAL)                                $5.00 PER FILE
   o   FILE RELEASES (ELECTRONIC)                            $1.50 PER FILE
   o   REINSTATEMENT - PRIVATE                               $3.00 PER FILE
   o   POOLING FEE, IF NEEDED (IN ADDITION TO FILE REVIEW)   $1.25 PER FILE
   o   SATISFACTIONS/EXECUTION OF DOCUMENTS/NOTARY           $3.00 PER FILE
   o   STAMPED ENDORSEMENTS                                  $1.00 PER FILE
   o   RECORDATION OF ASSIGNMENTS (IF NEEDED)                AT COST
   o   RESEARCH/PHOTOCOPIES/FAXES                            $1.00/PAGE
   o   SPECIAL PROGRAMMING REQUESTS                          $250 PER HOUR
   o   AUDITOR'S DUE DILIGENCE                               $150 PER DAY PLUS
                                                             $2.00/FILE


   PRICING IS BASED ON THE FOLLOWING ASSUMPTIONS:

   1.    All shipping costs will be billed to the client.
   2.    All files will be box shipped in file folders and clearly labeled; and
         files will be accompanied by an inventory list.
   3.    The certification process will be performed by JPMorgan Chase in
         Irving, Texas.
   4.    Standard exception reports will be provided; additional reporting
         requirements may be customized and may be billed separately.
   5.    JPMorgan Chase does not prepare or record assignments; we employ a
         third party to handle this function. 6. Safekeeping charges are based
         on our holding standard documents included in the certification and
         initial loan deposit process.
   7.    All out-of-pocket expenses including (but not limited to) postage,
         messenger services, temporary services help, express mail charges,
         notary fees, endorsement stamps, telephone/telegraph expenses, will be
         billed to the client at cost.
   8.    To the extent that outsiders, such as auditors, accountants, etc.,
         enter our facilities to review mortgage loan files, a minimum fee of
         $500.00 per day will be charged to provide them with

<PAGE>


         space in which to work. In the event that the number of individuals
         exceeds five, we will charge an additional $100.00 per person, per day.
         Costs to support their activities such as secretarial assistance, mail
         and other customary out-of-pocket expenses will be billed for at cost.
   9.    Should we receive any information in tape format, we reserve the right
         to charge a nonrecurring fee to reformat the tape. We reserve the right
         to charge $250 per hour for items requiring extensive reprogramming.
   10.   To help the government fight the funding of terrorism and money
         laundering activities, Federal law requires all financial institutions
         to obtain, verify, and record information that identifies each person
         who opens an account. When you open an account, we will ask for
         information that will allow us to identify you.
   11.   Additional expenses including (but not limited to) legal, travel and
         lodging expenses will be billed at cost.

JPMorgan Chase reserves the right to quote fees for services required of it that
are not specifically addressed herein or in the relevant transaction documents.


ACCEPTANCE OF THIS BUSINESS AND FEES ARE BASED UPON OUR CURRENT UNDERSTANDING OF
THE ROLE OF TRUSTEE AND/OR CUSTODIAN. THIS PROPOSAL IS MADE SUBJECT TO THE LEGAL
REVIEW OF DOCUMENTS AND INTERNAL APPROVALS. ALSO NOTE THAT THIS PRICING IS
INDICATIVE ONLY AND IS SUBJECT TO CHANGE.


TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING
ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY,
AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT.


WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR INFORMATION THAT WILL ALLOW US TO
IDENTIFY YOU.


                                                  MARCH 10TH, 2005

                                                            Agreed and Accepted:


                                    NAME:_______________________________________



                                    TITLE:______________________________________



                                    PLEASE SIGN AND RETURN TO JPMORGAN CHASE AT:

                                                    4 NEW YORK PLAZA, FLOOR 13TH

                                                        NEW YORK, NEW YORK 10001

<PAGE>


                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

         Personally appeared before me the undersigned authority to administer
oaths, __________________ who first being duly sworn deposes and says: Deponent
is __________________________ of ____________________________, successor by
merger to _________________________ ("Seller") and who has personal knowledge of
the facts set out in this affidavit.

On ____________________________, _______________________________ did execute and
deliver a promissory note in the principal amount of $____________________.

         That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

         Seller executes this Affidavit for the purpose of inducing Deutsche
Bank National Trust Company, as trustee on behalf of Soundview Home Loan Trust
2005-1, Asset-Backed Certificates Series 2005-1, to accept the transfer of the
above described loan from Seller.

         Seller agrees to indemnify Deutsche Bank National Trust Company and
Financial Asset Securities Corp. harmless for any losses incurred by such
parties resulting from the above described promissory note has been lost or
misplaced.

By:      _______________________
         _______________________

STATE OF                        )
                                )   SS:
COUNTY OF                       )
         On this ______ day of ______________, 20_, before me, a Notary Public,
in and for said County and State, appeared , who acknowledged the extension of
the foregoing and who, having been duly sworn, states that any representations
therein contained are true.

         Witness my hand and Notarial Seal this _________ day of 20__.

____________________________
____________________________
My commission expires __________________________.



                                      H-1
<PAGE>


                                    EXHIBIT I

                        FORM OF LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST
ENDORSEE, AS APPLICABLE], [a ___________________ corporation][a national banking
organization], having its principal place of business at
__________________________, (the "Undersigned"), pursuant to that Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among Financial
Asset Securities Corp. (the "Owner"), Deutsche Bank National Trust Company and
Select Portfolio Servicing, Inc. ("SPS"), hereby constitutes and appoints SPS,
by and through SPS's officers, the Undersigned's true and lawful
Attorney-in-Fact, in the Undersigned's name, place and stead, as their interests
may appear, and for the Undersigned's respective benefit, in connection with all
Mortgage Loans serviced by SPS pursuant to the Pooling and Servicing Agreement,
for the purpose of performing all acts and executing all documents in the name
of the Undersigned as may be customarily and reasonably necessary and
appropriate to effectuate the following enumerated transactions in respect of
any of the mortgages, deeds of trust or security instrument (each a "Mortgage"
or a "Deed of Trust" respectively) and promissory notes secured thereby (each a
"Mortgage Note") for which the Undersigned is acting as Servicer pursuant to the
Pooling and Servicing Agreement (whether the Undersigned is named therein as
mortgagee or beneficiary or has become mortgagee by virtue of endorsement of the
Mortgage Note secured by any such Mortgage or Deed of Trust) all subject to the
terms of the related Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1. The modification or re-recording of a Mortgage or Deed of Trust, where said
modification or re-recording is for the purpose of correcting the Mortgage or
Deed of Trust to conform same to the original intent of the parties thereto or
to correct title errors discovered after such title insurance was issued and
said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or Deed of Trust as insured.

2. The subordination of the lien of a Mortgage or Deed of Trust to an easement
in favor of a public utility company or a governmental agency or authority
thereunder with powers of eminent domain; this section shall include, without
limitation, the execution of partial satisfaction/release, partial reconveyances
or the execution of requests to trustees to accomplish same.

3. The conveyance of the properties to the mortgage insurer, or the closing of
the title to the property to be acquired as real estate owned, or conveyance of
title to real estate owned.

4. The completion of loan assumption agreements.

5. The full satisfaction/release of a Mortgage or Deed of Trust or full
reconveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related Mortgage Note.

6. The assignment of any Mortgage or Deed of Trust and the related Mortgage
Note, in connection with the repurchase of the mortgage loan secured and
evidenced thereby.



                                      I-1
<PAGE>


7. The full assignment of a Mortgage or Deed of Trust upon payment and discharge
of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related Mortgage Note.

8. With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial
foreclosure or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:

a) the substitution of trustee(s) serving under a Deed of Trust, in accordance
with state law and the Deed of Trust;
b) the preparation and issuance of statements of breach or non-performance;
c) the preparation and filing of notices of default and/or notices of sale;
d) the cancellation/rescission of notices of default and/or notices of sale;
e) the taking of a deed in lieu of foreclosure; and
f) the preparation and execution of such other documents and performance of such
other actions as may be necessary under the terms of the Mortgage, Deed of Trust
or state law to expeditiously complete said transactions in paragraphs 8(a)
through 8(e) above.

9. The full assignment of a Mortgage or Deed of Trust upon sale of a loan
pursuant to a mortgage loan sale agreement for the sale of a loan or pool of
loans, including, without limitation, the assignment of the related Mortgage
Note.

The Undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney, each subject to the terms and conditions set forth in the
related Pooling and Servicing Agreement and in accordance with the standard of
care applicable to servicers in the Pooling and Servicing Agreement as fully as
the undersigned might or could do, and hereby does ratify and confirm to all
that said Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof. This Limited Power of Attorney shall be effective as of [SERVICING
TRANSFER EFFECTIVE DATE].

Nothing contained herein shall (i) limit in any manner any indemnification
provided by SPS to the Owner under the Pooling and Servicing Agreement, or (ii)
be construed to grant SPS the power to initiate or defend any suit, litigation
or proceeding in the name of the Undersigned except as specifically provided for
herein or under the Pooling and Servicing Agreement.

The Owner hereby agrees to indemnify and hold the Undersigned and its directors,
officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by
reason or result of or in connection with the exercise by SPS of the powers
granted to it hereunder. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Pooling and Servicing Agreement or the
earlier resignation or removal of the Undersigned under the Pooling and
Servicing Agreement.



                                      I-2
<PAGE>


Any third party without actual notice of fact to the contrary may rely upon the
exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made
in writing by the undersigned, and such third party put on notice thereof. This
Limited Power of Attorney shall be in addition to and shall not revoke or in any
way limit the authority granted by any previous power of attorney executed by
the Undersigned.

IN WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
Agreement, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by ______________________,
its duly elected and authorized _________________________ this ___ day of
_________________, 2004.

By:_____________________________________
Name:   ______________________
Title:  ___________________________

Acknowledged and Agreed
SELECT PORTFOLIO SERVICING, INC.

By:_________________________
Name:
Title:



                                      I-3
<PAGE>



                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                [DATE]


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company

                  Re:      Soundview Home Loan Trust 2005-1,
                           Asset-Backed Certificates Series 2005-1
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates,
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.



                                      J-1
<PAGE>


                                          Very truly yours,

                                          [NAME OF TRANSFEREE]

                                          By: _________________________________
                                                   Authorized Officer



                                      J-2
<PAGE>


                       FORM OF RULE 144A INVESTMENT LETTER

                                                              [DATE]


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2005-1,
                           Asset-Backed Certificates Series 2005-1
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in



                                      J-3
<PAGE>


reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the Securities Act.

                                           Very truly yours,

                                           [NAME OF TRANSFEREE]

                                           By: ________________________________
                                                    Authorized Officer



                                      J-4
<PAGE>


                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $ 1 in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A and (ii) the
Buyer satisfies the criteria in the category marked below.

                  _________ CORPORATION, etc. The Buyer is a corporation (other
                  than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986, as amended.

                  _________ BANK. The Buyer (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

                  _________ SAVINGS AND LOAN. The Buyer (a) is a savings and
                  loan association, building and loan association, cooperative
                  bank, homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.


-----------------------------
1          Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer
must own and/or invest on a discretionary basis at least $10,000,000 in
securities.



                                      J-5
<PAGE>


                  _________ BROKER-DEALER. The Buyer is a dealer registered
                  pursuant to Section 15 of the Securities Exchange Act of 1934.

                  _________ INSURANCE COMPANY. The Buyer is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, territory or the District of Columbia.

                  _________ STATE OR LOCAL PLAN. The Buyer is a plan established
                  and maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

                  _________ ERISA PLAN. The Buyer is an employee benefit plan
                  within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

                  INVESTMENT ADVISOR. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

                  _________ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small
                  business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  _________ BUSINESS DEVELOPMENT COMPANY. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

         3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.



                                      J-6
<PAGE>


         5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

         6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                          ______________________________________
                                                    Print Name of Buyer


                                          By: __________________________________
                                          Name:
                                          Title:


                                          Date: ________________________________



                                      J-7
<PAGE>


                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyers Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

                  _________ The Buyer owned $_________ in securities (other than
                  the excluded securities referred to below) as of the end of
                  the Buyer's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

                  _________ The Buyer is part of a Family of Investment
                  Companies which owned in the aggregate $___________ in
                  securities (other than the excluded securities referred to
                  below) as of the end of the Buyer's most recent fiscal year
                  (such amount being calculated in accordance with Rule 144A).

         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "SECURITIES" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities



                                      J-8
<PAGE>


owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

         5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                           _____________________________________
                                           Print Name of Buyer or Adviser


                                           By: _________________________________
                                           Name:
                                           Title:


                                           IF AN ADVISER:


                                           _____________________________________
                                           Print Name of Buyer


                                           Date: _______________________________



                                      J-9
<PAGE>


                                    EXHIBIT K

              FORM OF TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES
                           PURSUANT TO SECTION 5.02(D)

                        SOUNDVIEW HOME LOAN TRUST 2005-1
                    ASSET-BACKED CERTIFICATES, SERIES 2005-1

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 February 1, 2005
(the "AGREEMENT"), among Financial Asset Securities Corp., as depositor (the
"DEPOSITOR"), Select Portfolio Servicing, Inc., as servicer (the "SERVICER") and
Deutsche Bank National Trust Company, 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.)



                                      K-1
<PAGE>


                  5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees to be bound by and to abide by the provisions of Section 5.02(d) of the
Agreement and the restrictions noted on the face of the Certificate. The
Transferee understands and agrees that any breach of any of the representations
included herein shall render the Transfer to the Transferee contemplated hereby
null and void.

                  6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit 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;



                                      K-2
<PAGE>


                  (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.



                                      K-3
<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__



                                      K-4
<PAGE>


                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                               [DATE]


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

                  Re:      Soundview Home Loan Trust 2005-1,
                           Asset-Backed Certificates Series 2005-1
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.

                                        Very truly yours,

                                        TRANSFEROR

                                        By: ___________________________________
                                        Name:
                                        Title:



                                      L-1
<PAGE>


                                    EXHIBIT M

                       FORM OF ERISA REPRESENTATION LETTER

                                                 _____________, 20__



Financial Asset Securities Corp.           Deutsche Bank National Trust Company
600 Steamboat Road                         1761 East St. Andrew Place
Greenwich, Connecticut 06830               Santa Ana, California  92705-4934

                  Re:      Soundview Home Loan Trust 2005-1,
                           Asset-Backed Certificates Series 2005-1
                           ---------------------------------------

Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance Soundview Home Loan Trust 2005-1, Asset-Backed Certificates
Series 2005-1, Class [C][P][R[-X]] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as
of February 1, 2005 among Financial Asset Securities Corp. as depositor (the
"Depositor"), Select Portfolio Servicing, Inc. as servicer (the "Servicer") and
Deutsche Bank National Trust Company as trustee (the "Trustee"). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned
thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to, and covenants with the Depositor, the Trustee and
the Servicer the following:

                  The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.

                                        Very truly yours,

                                        [Transferee]

                                        By:______________________________
                                        Name:
                                        Title:



                                       M-1
<PAGE>


                                   EXHIBIT N-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:      Soundview Home Loan Trust, Series 2005-1
                           Asset Backed Certificates, Series 2005-1
                           ----------------------------------------

                  I, [identify the certifying individual], certify that:

                  l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing Distribution Date reports filed in respect of
periods included in the year covered by this annual report, of Financial Asset
Securities Corp. (the "Registrant");

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the servicing information required
to be provided to the Trustee by the Servicer under the Pooling and Servicing
Agreement is included in these reports;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon the review
required under the Pooling and Servicing Agreement, and except as disclosed in
the report, the Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and

                  5. I have disclosed to the Registrant's certified public
accountants all significant deficiencies relating to the Servicer's compliance
with the minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Pooling and Servicing Agreement.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated February
1, 2005 (the "Pooling and Servicing Agreement"), among the Registrant as
Depositor, Select Portfolio Servicing, Inc. as servicer and Deutsche Bank
National Trust Company as trustee.
                                        FINANCIAL ASSET SECURITIES CORP.


                                        By:______________________________
                                        Name:
                                        Title:
                                        Date:



                                      N-1-1
<PAGE>


                                   EXHIBIT N-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

                  Re:      Soundview Home Loan Trust 2005-1 (the "Trust")
                           Asset-Backed Certificates, Series 2005-1
                           ----------------------------------------------

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee of the Trust, hereby certify to
Financial Asset Securities Corp. (the "Depositor"), and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated February
1, 2005 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, Select Portfolio Servicing, Inc. as servicer and Deutsche Bank
National Trust Company as trustee.

                                       DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                       as Trustee


                                       By:______________________________
                                       Name:
                                       Title:
                                       Date:



                                      N-2-1
<PAGE>


                                   EXHIBIT N-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER

                  Re:  Soundview Home Loan Trust, Series 2005-1
                       Asset Backed Certificates, Series 2005-1
                       ----------------------------------------

                  I, [identify the certifying individual], certify to Financial
Asset Securities Corp. (the "Depositor"), the Trustee and their respective
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:

                  1. I have reviewed the information provided to the Trustee by
the Servicer pursuant to the Pooling and Servicing Agreement and information
correctly derived by the Trustee from such information and included in the
annual report on Form 10-K for the fiscal year [___] and on all reports on Form
8-K filed in respect of periods included in the year covered by that annual
report, of the Depositor relating to the Trust Fund (the "Servicing
Information");

                  2. Based on my knowledge, the Servicing Information in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
as of the last day of the period covered by that annual report;

                  3. Based on my knowledge, the Servicing Information is
correct;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon the review
required under the Pooling and Servicing Agreement, and except as disclosed to
the Depositor and the Trustee, the Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement; and

                  5. I have disclosed to the Servicer's certified public
accountants and the Depositor all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement.



                                      N-3-1
<PAGE>


         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated February 1, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, Select Portfolio
Servicing, Inc. as servicer and Deutsche Bank National Trust Company as trustee.

                                        SELECT PORTFOLIO SERVICING, INC.


                                        By:______________________________
                                        Name:
                                        Title:
                                        Date:



                                      N-3-2
<PAGE>


                                    EXHIBIT O

                              FORM OF CAP CONTRACT

                             Available Upon Request



                                       O-1
<PAGE>


                                    EXHIBIT P

                    FORM OF ANNUAL STATEMENT AS TO COMPLIANCE

___________________ Trust, Series 200_-___
_______________ Pass-Through Certificates

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of _______________________________ (the
"[Servicer]"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of ____________, _____ (the
"Agreement"), among ______________________, as depositor, the [Servicer], as
[servicer] and ________________, as trustee.

                  2. I have reviewed the activities of the [Servicer] during the
preceding year and the [Servicer's] performance under the Agreement and to the
best of my knowledge, based on such review, the [Servicer] has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreements.

Dated: _________________



                                       P-1
<PAGE>


                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.


                                                By:_____________________________
                                                Name:
                                                Title:


                  I, _________________________, a (an) __________________ of the
[Servicer], hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the [Servicer] and that the signature
appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.


                                                By:_____________________________
                                                Name:
                                                Title:



                                       P-2
<PAGE>


                                    EXHIBIT Q

                             FORM OF ADDITION NOTICE

                                                       [Date]
Deutsche Bank National Trust Company
1761 East Saint Andrew Place
Santa Ana, California 92705

         Re:      Pooling and Servicing Agreement dated as of February 1, 2005
                  among Financial Asset Securities Corp., as Depositor, Select
                  Portfolio Servicing, Inc., as Servicer and Deutsche Bank
                  National Trust Company, as Trustee

Ladies and Gentlemen:

         Pursuant to Section 2.08 of the referenced Pooling and Servicing
Agreement, Financial Asset Securities Corp. has designated Subsequent Mortgage
Loans to be sold to the Trust on __________, 2005, with an aggregate principal
balance of $ . Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.

         Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                        Very truly yours,

                                        FINANCIAL ASSET SECURITIES CORP.

                                        By: ___________________________________
                                        Name:
                                        Title:


Acknowledged and Agreed:
DEUTSCHE BANK NATIONAL TRUST COMPANY as trustee


By: ____________________________________________
    Name:
    Title:



                                       Q-1
<PAGE>


                                    EXHIBIT R

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

         Pursuant to this Subsequent Transfer Instrument, dated ________, 2005
(the "Instrument"), between Financial Asset Securities Corp. as seller (the
"Depositor"), and Deutsche Bank National Trust Company as trustee of the
Soundview Home Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1, as
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among the
Depositor, Select Portfolio Servicing, Inc. as servicer and the Trustee, the
Depositor and the Trustee agree to the sale by the Depositor and the purchase by
the Trustee in trust, on behalf of the Trust, of the Mortgage Loans listed on
the attached Schedule of Mortgage Loans (the "Subsequent Mortgage Loans").

         Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

         Section 1.        CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

         (a) The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee in trust, on behalf of the Trust, without recourse, all of
its right, title and interest in and to the Subsequent Mortgage Loans, and
including all amounts due on the Subsequent Mortgage Loans after the related
Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing
Agreement; provided, however that the Depositor reserves and retains all right,
title and interest in and to amounts due on the Subsequent Mortgage Loans on or
prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Servicer, the Trustee and the Certificateholders
to constitute and to be treated as a sale by the Depositor to the Trust Fund.

         (b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, in, to and under the Subsequent Assignment
Agreement, dated the date hereof, between the Depositor as purchaser and the
Servicer as seller, to the extent of the Subsequent Mortgage Loans.

         (c) Additional terms of the sale are set forth on Attachment A hereto.

         Section 2.        REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

         (a) The Depositor hereby confirms that each of the conditions and the
representations and warranties set forth in Section 2.08 of the Pooling and
Servicing Agreement are satisfied as of the date hereof.



                                      R-1
<PAGE>


         (b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

         Section 3.        RECORDATION OF INSTRUMENT.

         To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

         Section 4.        GOVERNING LAW.

         This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

         Section 5.        COUNTERPARTS.

         This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

         Section 6.        SUCCESSORS AND ASSIGNS.

         This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.



                                      R-2
<PAGE>


                                        FINANCIAL ASSET SECURITIES CORP.


                                        By: ___________________________________
                                        Name:
                                        Title:



                                        DEUTSCHE BANK NATIONAL TRUST
                                        COMPANY, as Trustee for Soundview Home
                                        Loan Trust 2005-1, Asset-Backed
                                        Certificates, Series 2005-1


                                        By: ___________________________________
                                        Name:
                                        Title:


ATTACHMENTS
-----------
A.  Additional terms of sale.
B.  Schedule of Subsequent Mortgage Loans.



                                      R-3
<PAGE>


                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request



                                  Schedule I-1