<PAGE>



                                                                    EXHIBIT 4.1

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                            AAMES CAPITAL CORPORATION
                                   as Seller,



                          COUNTRYWIDE HOME LOANS, INC.
                                   as Servicer


                                       and


                    BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
                                   as Trustee



                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2000

                           Aames Mortgage Trust 2000-2

                       Mortgage Pass-Through Certificates,
                                  Series 2000-2





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<PAGE>


                                TABLE OF CONTENTS

                              ARTICLE I DEFINITIONS
<TABLE>
<S>                 <C>                                                                                          <C>
   Section 1.01.    Definitions...................................................................................1
   Section 1.02     Interest Calculations........................................................................40
   Section 1.03     Determination of Material Adverse Effect.....................................................41

                  ARTICLE II CONVEYANCE OF THE TRUST ORIGINAL ISSUANCE OF CERTIFICATES

   Section 2.01     Conveyance of the Trust......................................................................41
   Section 2.02     Conveyance of the Subsequent Mortgage Loans; Fixed Price Contract............................44
   Section 2.03     Acceptance by the Trustee; Repurchase or Substitution of Mortgage Loans......................47
   Section 2.04     Representations and Warranties Regarding the Servicer and the Seller.........................49
   Section 2.05     Representations and Warranties of the Seller Regarding the Mortgage Loans....................52
   Section 2.06     Execution and Authentication of Certificates.................................................63
   Section 2.07     Reserved.....................................................................................64
   Section 2.08     Indemnification of the Trust.................................................................64

                  ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS; CERTIFICATE ACCOUNT

   Section 3.01     The Servicer and the Sub-Servicers...........................................................64
   Section 3.02     Collection of Certain Mortgage Loan Payments; Collection Account and Certificate
                    Account......................................................................................66
   Section 3.03     Additional Servicing Responsibilities for the Adjustable Rate Mortgage Loans.................68
   Section 3.04     Hazard Insurance Policies....................................................................69
   Section 3.05     Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements...................70
   Section 3.06     Realization upon Liquidated Mortgage Loans...................................................70
   Section 3.07     Trustee to Cooperate; Release of Mortgage Files..............................................72
   Section 3.08     Servicing Compensation; Payment of Certain Expenses by the Servicer..........................73
   Section 3.09     Annual Statement as to Compliance............................................................73
   Section 3.10     Annual Independent Public Accountants' Servicing Report......................................73
   Section 3.11     Access to Certain Documentation and Information Regarding the Mortgage Loans.................74
   Section 3.12     Maintenance of Fidelity Bond and Errors and Omissions Policy.................................74
   Section 3.13     Notices to the Rating Agencies, the Trustee and the Certificate Insurer......................74
   Section 3.14     Reports of Foreclosures and Abandonment of Mortgaged Properties..............................75
   Section 3.15     Sub-Servicers and Sub-Servicing Agreements...................................................75
   Section 3.16     Prefunding Account...........................................................................76

                                              - i -
<PAGE>

   Section 3.17     Capitalized Interest Account.................................................................77
   Section 3.18     Payments on the Certificate Insurance Policy.................................................77
   Section 3.19     Rights of the Certificate Insurer to Exercise Rights of Offered Certificateholders...........79
   Section 3.20     Trust and Accounts Held for Benefit of the Certificate Insurer...............................80
   Section 3.21     Supplemental Interest Reserve Fund...........................................................80
   Section 3.22     Covenants and Representations of the Servicer Regarding Prepayment Charges...................81
   Section 3.23.    Claims Upon the PMI Policy...................................................................81

                  ARTICLE IV REMITTANCE REPORT

   Section 4.01     Servicer Remittance Report...................................................................82
   Section 4.02     Trustee Distribution Date Statement..........................................................82

                  ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

   Section 5.01     Distributions................................................................................84
   Section 5.02     Monthly Advances; Servicing Advances.........................................................88
   Section 5.03     Statements to Certificateholders.............................................................89
   Section 5.04     The Certificate Insurer; Use of Information..................................................92

                  ARTICLE VI THE CERTIFICATES

   Section 6.01     The Certificates.............................................................................92
   Section 6.02     Registration of Transfer and Exchange of Certificates........................................93
   Section 6.03     Mutilated, Destroyed, Lost or Stolen Certificates............................................97
   Section 6.04     Persons Deemed Owners........................................................................98
   Section 6.05     Actions of Certificateholders................................................................98

                  ARTICLE VII THE SERVICER AND THE SELLER

   Section 7.01     Liability of the Seller and the Servicer.....................................................98
   Section 7.02     Merger or Consolidation of, or Assumption of the Obligations of, the Servicer................99
   Section 7.03     Limitation on Liability of the Servicer and Others...........................................99
   Section 7.04     Servicer Not to Resign.......................................................................99
   Section 7.05     Merger or Consolidation of the Seller.......................................................101

                  ARTICLE VIII DEFAULT

   Section 8.01     Events of Default...........................................................................101
   Section 8.01A    Retention and Termination of Servicer.......................................................103
   Section 8.02.    Trustee to Act; Appointment of Successor....................................................103
   Section 8.03     Notifications to Certificateholders.........................................................104

                                                         - ii -
<PAGE>

   Section 8.04     Assumption or Termination of Sub-Servicing Agreements by the Trustee or any
                    Successor Servicer..........................................................................105

                  ARTICLE IX THE TRUSTEE

   Section 9.01     Duties of the Trustee.......................................................................105
   Section 9.02     Certain Matters Affecting the Trustee.......................................................106
   Section 9.03     Trustee Not Liable for Certificates or Mortgage Loans.......................................107
   Section 9.04     Trustee May Own Certificates................................................................108
   Section 9.05     Payment of the Trustee's Fees and Expenses..................................................108
   Section 9.06     Eligibility Requirements for the Trustee....................................................108
   Section 9.07     Resignation or Removal of the Trustee.......................................................109
   Section 9.08     Successor Trustee...........................................................................110
   Section 9.09     Merger or Consolidation of the Trustee......................................................110
   Section 9.10     Appointment of Co-Trustee or Separate Trustee...............................................110
   Section 9.11     Compliance with REMIC Provisions............................................................112
   Section 9.12     Trustee May Enforce Claims Without Possession of Certificates...............................112
   Section 9.13     Exercise of Trustee Powers by Certificate Insurer and Certificateholders....................113
   Section 9.14     Tax Returns.................................................................................113
   Section 9.15     Taxpayer Identification Number..............................................................113
   Section 9.16     Miscellaneous REMIC Matters.................................................................113

                  ARTICLE X TERMINATION

   Section 10.01    Termination Upon Purchase or Liquidation of All Mortgage Loans..............................119
   Section 10.02    Additional Termination Requirements.........................................................121

                  ARTICLE XI MISCELLANEOUS PROVISIONS

   Section 11.01    Amendment...................................................................................121
   Section 11.02    Recordation of Agreement....................................................................123
   Section 11.03    Limitation on Rights of Certificateholders..................................................123
   Section 11.04    Governing Law...............................................................................124
   Section 11.05    Notices.....................................................................................124
   Section 11.06    Severability of Provisions..................................................................125
   Section 11.07    Assignment..................................................................................125
   Section 11.08    Certificates Nonassessable and Fully Paid...................................................125
   Section 11.09    Third Party Beneficiary; Rating.............................................................125
   Section 11.10    Counterparts................................................................................126

</TABLE>


                                            - iii -

<PAGE>

                             SCHEDULES AND EXHIBITS


Schedule I   List of Sub-Servicers
Schedule II  Schedule of Restricted Mortgage Loans
Schedule III Initial Notional Amount of Class C Certificates
Exhibit A-1  Form of Fixed Rate Group Certificate
Exhibit A-2  Form of Class A-V1 Certificate
Exhibit A-3  Form of Class A-V2 Certificate
Exhibit B-1  Form of Class C Certificate
Exhibit B-2  Form of Class R-I Certificate
Exhibit B-3  Form of Class P Certificate
Exhibit C    Form of Subsequent Transfer Agreement
Exhibit D    Certificate Insurance Policy
Exhibit E    Mortgage Loan Schedule
Exhibit F    Form of Annual Statement as to Compliance
Exhibit G    Form of Transfer Affidavit
Exhibit H    Form of Payoff Notice
Exhibit I    Form of Liquidation Report
Exhibit J    Form of Officer's Certificate as to Charge-offs
Exhibit K    Form of Transferor Affidavit
Exhibit L    Insurance and Indemnity Agreement and Indemnification Agreement
Exhibit M    Form of Transferor Letter
Exhibit N-1  Form of Investment Letter [Non-Rule 144A]
Exhibit N-2  Form of Rule 144A Letter
Exhibit O    Mortgage Guaranty Insurance Corporation PMI Policy
Exhibit P    List of PMI Mortgage Loans
Exhibit Q    Subsequent Mortgage Loan Criteria
Exhibit R    Prepayment Charge Schedule


                                        - iv -
<PAGE>


         THIS POOLING AND SERVICING AGREEMENT (this "Agreement"), dated as of
December 1, 2000, by and among Aames Capital Corporation, as seller (in such
capacity, the "Seller") Countrywide Home Loans, Inc., as servicer (the
"Servicer") and Bankers Trust Company of California, N.A., as trustee (the
"Trustee").

                          W I T N E S S E T H   T H A T:

         In consideration of the mutual agreements herein contained, the parties
hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 DEFINITIONS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article.

         ACCRUED CERTIFICATE INTEREST: With respect to any Class and
Distribution Date, means the amount of interest due for any Class of
Certificates in respect of any Interest Period at the applicable Pass-Through
Rate, less the related pro rata share of Interest Shortfalls (but in the case of
the Class A-V1 and Class A-V2 Certificates, without consideration of the
Supplemental Interest Amount). All calculations of interest on the Fixed Rate
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months, and all calculations of interest on the Class A-V1 and
Class A-V2 Certificates will be made on the basis of the actual number days
elapsed in the related Interest Period and a year of 360 days.

         ADDITION NOTICE: With respect to the transfer of Subsequent Mortgage
Loans to the Trust pursuant to Section 2.02 of this Agreement, notice of the
Seller's designation of Subsequent Mortgage Loans to be sold to the Trust
separated by Mortgage Loan Group and the aggregate Subsequent Cut-off Date
Principal Balance of such Subsequent Mortgage Loans in each Mortgage Loan Group,
which notice shall be given to the Trustee and to the Certificate Insurer not
later than one Business Day prior to the related Subsequent Transfer Date.

         ADJUSTABLE RATE GROUP: Either Adjustable Rate Group I or Adjustable
Rate Group II, as the case may be.

         ADJUSTABLE RATE GROUP CERTIFICATE PRINCIPAL BALANCE: The sum of the
Adjustable Rate Group I Certificate Principal Balance and Adjustable Rate Group
II Certificate Principal Balance.

         ADJUSTABLE RATE GROUP I: The group of Initial Mortgage Loans comprised
of adjustable rate mortgage loans having agency-conforming balances identified
in the Mortgage Loan Schedule as having been assigned to Adjustable Rate Group I
and any Subsequent Mortgage Loans identified in a Subsequent Transfer Agreement
as having been assigned to Adjustable Rate Group I, including any Qualified
Replacement Mortgage Loans delivered in replacement thereof.


<PAGE>


         ADJUSTABLE RATE GROUP I Available Funds Cap: With respect to any
Distribution Date and the Class A-V1 Certificates, the per annum rate equal to
the lesser of (A) the percentage obtained by dividing (x) the amount of interest
that accrued with respect to the Class LT-AV1 and Class LT-MV1 REMIC I Regular
Interests with respect to the related Interest Period at the related
Pass-Through Rates, where, after the 12th Distribution Date, the Pass-Through
Rate of the Class LT-MV1 REMIC I Regular Interest is first reduced by 0.50%, by
(y) the product of (i) the Adjustable Rate Group I Balance as of the first day
of such Interest Period, (ii) the actual number of days elapsed during such
Interest Period divided by 360 and (B) 14%.

         ADJUSTABLE RATE GROUP I BALANCE: As to any Distribution Date, the sum
of the aggregate of the Principal Balances of the Mortgage Loans in Adjustable
Rate Group I as of the end of the related Collection Period plus, in the case of
any Distribution Date relating to a Collection Period that includes any part of
the Funding Period, any portion of the related allocated Prefunding Account
Deposit remaining on deposit in the Prefunding Account or Certificate Account as
of the last day of such Collection Period.

         ADJUSTABLE RATE GROUP I CERTIFICATE PRINCIPAL BALANCE: As to any
Distribution Date, the Class A-V1 Certificate Principal Balance.

         ADJUSTABLE RATE GROUP I CERTIFICATES:  The Class A-V1 Certificates.

         ADJUSTABLE RATE GROUP I PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any Distribution Date, the Principal Distribution Amount with respect to
Adjustable Rate Group I Certificates and the related Collection Period.

         ADJUSTABLE RATE GROUP II: The group of Initial Mortgage Loans comprised
of adjustable rate mortgage loans identified in the Mortgage Loan Schedule as
having been assigned to Adjustable Rate Group II and any Subsequent Mortgage
Loans identified in a Subsequent Transfer Agreement as having been assigned to
Adjustable Rate Group II, including any Qualified Replacement Mortgage Loans
delivered in replacement thereof.

         ADJUSTABLE RATE GROUP II AVAILABLE FUNDS CAP: With respect to any
Distribution Date and the Class A-V2 Certificates, the per annum rate equal to
the lesser of (A) the percentage obtained by dividing (x) the amount of interest
that accrued with respect to the Class LT-AV2 and Class LT-MV2 REMIC I Regular
Interests with respect to the related Interest Period at the related
Pass-Through Rates, where, after the 12th Distribution Date, the Pass-Through
Rate of the Class LT-MV2 REMIC I Regular Interest is first reduced by 0.50%, by
(y) the product of (i) the Adjustable Rate Group II Balance as of the first day
of such Interest Period, (ii) the actual number of days elapsed during such
Interest Period divided by 360 and (B) 14%.

         Adjustable Rate Group II Balance: As to any Distribution Date, the sum
of the aggregate of the Principal Balances of the Mortgage Loans in Adjustable
Rate Group II as of the end of the related Collection Period plus, in the case
of any Distribution Date relating to a Collection Period that includes any part
of the Funding Period, any portion of the related allocated Prefunding

                                      -2-
<PAGE>

Account Deposit remaining on deposit in the Prefunding Account or Certificate
Account as of the last day of such Collection Period.

         ADJUSTABLE RATE GROUP II CERTIFICATE PRINCIPAL BALANCE: As to any
Distribution Date, the Class A-V2 Certificate Principal Balance.

         ADJUSTABLE RATE GROUP II CERTIFICATES:  The Class A-V2 Certificates.

         ADJUSTABLE RATE GROUP II PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any Distribution Date, the Principal Distribution Amount with respect to
Adjustable Rate Group II Certificates and the related Collection Period.

         ADJUSTABLE RATE MORTGAGE LOAN: Any Mortgage Loan with a Mortgage Loan
Rate that is adjustable at regular periodic intervals, based on the Index plus
the related Gross Margin subject to any Minimum Rate, Maximum Rate and any
periodic limitations on adjustment from time to time, all as set forth in the
Mortgage Loan Schedule. All Adjustable Rate Mortgage Loans will be included in
either Adjustable Rate Group I or Adjustable Rate Group II.

         ADJUSTABLE RATE I TURBO AMOUNT:  As defined in Section 9.16.

         ADJUSTABLE RATE II TURBO AMOUNT:  As defined in Section 9.16.

         ADJUSTMENT DATE: With respect to any Adjustable Rate Mortgage Loan, the
date on which a change to the Mortgage Loan Rate on a Mortgage Loan becomes
effective.

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

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

         ANNUAL LOSS PERCENTAGE: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate of
all Realized Losses for the twelve months (or such fewer number of months since
the Cut-off Date in the case of the first eleven months thereafter) ending on
the last day of the preceding month and the denominator of which is the Pool
Balance and the aggregate of the principal balances of any REO Properties as of
the first day of the twelfth preceding calendar month (or such related earlier
month in the case of the first eleven months following the Cut-off Date).

         ANNUAL STATEMENT OF COMPLIANCE: The annual statement to be prepared and
delivered by the Servicer in accordance with Section 3.09.

                                      -3-
<PAGE>

         APPRAISED VALUE: The appraised value of any Mortgaged Property based
upon the appraisal made at the time of origination of the related Mortgage Loan
or, in the case of a Mortgage Loan that is a purchase money mortgage loan, the
sales price of the related Mortgaged Property if such sales price is less than
such appraised value.

         AVAILABLE FUNDS: With respect to any Mortgage Loan Group and any
Distribution Date, the sum, without duplication of the following amounts with
respect to the Mortgage Loans in such Mortgage Loan Group and the immediately
preceding Collection Period:

                  (i) scheduled and unscheduled payments of principal and
         interest on the Mortgage Loans received by the Servicer, including
         amounts deposited in respect of the Closing Date Deposit (net of
         amounts representing the Monthly Servicing Fee with respect to each
         Mortgage Loan to the extent previously paid to the Servicer and
         reimbursement for Monthly Advances and Servicing Advances);

                  (ii) Net Liquidation Proceeds and Trust Insurance Proceeds
         with respect to the Mortgage Loans (net of amounts applied to the
         restoration or repair of a Mortgaged Property);

                  (iii) amounts payable in connection with each such Mortgage
         Loan that was repurchased from the Trust, and all amounts payable in
         respect of any Mortgage Loan in the related Mortgage Loan Group in
         connection with a substitution of a Qualified Replacement Mortgage Loan
         therefor;

                  (iv) payments from the Servicer in connection with (a) Monthly
         Advances and (b) Compensating Interest, and payments in connection with
         the termination of the Trust with respect to the Mortgage Loans as
         provided in this Agreement;

                  (v) on the Distribution Dates during and immediately following
         the Funding Period, amounts from the Capitalized Interest Account for
         the payment of interest on the Certificates of the related Certificate
         Group; and

                  (vi) on the Distribution Date at or immediately following the
         end of the Funding Period, amounts remaining on deposit in the
         Prefunding Account with respect to the related Mortgage Loan Group.

         AVAILABLE FUNDS SHORTFALL: With respect to any Mortgage Loan Group and
any Distribution Date, the excess, if any, of (x) the aggregate of the amounts
required to be distributed pursuant to clauses (1) through (4) of Section
5.01(b), over (y) the Available Funds for such Mortgage Loan Group and
Distribution Date.

         BASIC PRINCIPAL AMOUNT: With respect to any Mortgage Loan Group and any
Distribution Date, an amount equal to the sum of the following amounts (without
duplication) with respect to

                                      -4-
<PAGE>

the Mortgage Loans in such Mortgage Loan Group and the immediately preceding
Collection Period:

                  (i) each payment of principal on a Mortgage Loan received by
         the Servicer during such Collection Period, including all full and
         partial principal prepayments;

                  (ii) the Net Liquidation Proceeds and Trust Insurance Proceeds
         allocable to principal received by the Servicer with respect to any
         Mortgage Loan during such Collection Period;

                  (iii) all amounts allocable to principal payable in connection
         with each such Mortgage Loan that was repurchased from the Trust during
         such Collection Period, and all amounts allocable to principal payable
         in respect any Mortgage Loan in the related Mortgage Loan Group in
         connection with a substitution of a Qualified Replacement Mortgage Loan
         therefor; and

                  (iv) any related amounts remaining in the Prefunding Account
         with respect to the related Mortgage Loan Group after the Funding
         Period.

         BLOOMBERG: The on-line computer based information network maintained by
Bloomberg L.P., or any successor thereto.

         BOOK-ENTRY CERTIFICATE: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). As of the Closing Date, only the Offered Certificates
constitute Book-Entry Certificates.

         BOOK-ENTRY NOMINEE:  As defined in Section 6.02(b).

         BUSINESS DAY: Any day other than (a) a Saturday or a Sunday or (b) a
day on which banking institutions in the State of California or the State of New
York are required or authorized by law, executive order or governmental decree
to be closed.

         CAPITALIZED INTEREST ACCOUNT: The segregated account, which shall be an
Eligible Account, established and maintained pursuant to Section 3.17 and
entitled "Bankers Trust Company of California, N.A., as Trustee for Aames
Mortgage Trust 2000-2 Mortgage Pass-Through Certificates, Series 2000-2,
Capitalized Interest Account".

         CAPITALIZED INTEREST ACCOUNT DEPOSIT:  $0.

         CAPITALIZED INTEREST REQUIREMENT:  Not applicable.


                                      -5-
<PAGE>

         CERTIFICATE: Any Class A-1F, Class A-2F, Class A-3F, Class A-4F, Class
A-5F, Class A-6F, Class A-V1, Class A-V2, Class C, Class P or Class R
Certificate issued pursuant to this Agreement.

         CERTIFICATE ACCOUNT: The segregated account, which shall be an Eligible
Account, established and maintained pursuant to Section 3.02(e) and entitled
"Bankers Trust Company of California, N.A., as Trustee for Aames Mortgage Trust
2000-2 Mortgage Pass-Through Certificates, Series 2000-2, Certificate Account".

         CERTIFICATE GROUP: The Fixed Rate Group Certificates, the Adjustable
Rate Group I Certificates or the Adjustable Rate Group II Certificates, as
applicable.

         CERTIFICATEHOLDER: The Person in whose name a Certificate is registered
in the Certificate Register, except that, solely for the purpose of taking any
action under Article Eight or giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Seller or the Servicer or any Person
actually known to a Responsible Officer of the Trustee to be an Affiliate of the
Seller or the Servicer shall be deemed not to be outstanding and the Percentage
Interest evidenced thereby shall not be taken into account in determining
whether Holders of the requisite Percentage Interests necessary to take any such
action or effect any such consent have acted or consented unless the Seller, the
Servicer or any such Person is an owner of record of all of the Certificates.

         CERTIFICATE INSURANCE POLICY: The Certificate Insurance Policy (No.
51018-N) dated December 19, 2000, issued by the Certificate Insurer for the
benefit of the Holders of the Offered Certificates, pursuant to which the
Certificate Insurer guarantees payment of Insured Payments. A copy of the
Certificate Insurance Policy is attached hereto as Exhibit D.

         CERTIFICATE INSURER: Financial Security Assurance Inc., a stock
insurance company organized and created under the laws of the State of New York,
and any successors thereto.

         CERTIFICATE INSURER DEFAULT: The existence and continuance of any of
the following:

                  (a) the Certificate Insurer fails to make a payment required
         under the Certificate Insurance Policy in accordance with its terms;

                  (b) the Certificate Insurer (i) files any petition or
         commences any case or proceeding under any state or federal law
         relating to insolvency or bankruptcy, (ii) consents to the entry of any
         decree or order for relief in an involuntary case or proceeding under
         any state or federal bankruptcy or insolvency law, (iii) makes a
         general assignment for the benefit of its creditors or (iv) admits in
         writing its inability to pay its debts as they come due; or

                  (c) a court of competent jurisdiction, the New York Department
         of Insurance or other competent regulatory agency enters an order,
         judgment or decree under any state or federal bankruptcy or insolvency
         law which has continued in effect and unstayed for a



                                      -6-
<PAGE>

         period of 60 or more consecutive days (i) appointing a custodian,
         trustee, agent or receiver for the Certificate Insurer or for all
         or any material portion of its property or (ii) authorizing the taking
         of possession by a custodian, trustee, agent or receiver of the
         Certificate Insurer or the taking of possession of all or any material
         portion of its property.

         CERTIFICATE INSURER PARTIES: The Certificate Insurer or its respective
agents, representatives, directors, officers or employees.

         CERTIFICATE INSURER PREMIUM: With respect to the Fixed Rate Group
Certificates, the premium due to the Certificate Insurer on each Distribution
Date, which amount shall be equal to 1/12 of the product of the applicable
Insurer Premium Rate and the Fixed Rate Group Certificate Principal Balance
immediately prior to such Distribution Date. With respect to the Adjustable Rate
Group I Certificates, the premium due to the Certificate Insurer on each
Distribution Date, which amount shall be equal to 1/12 of the product of the
applicable Insurer Premium Rate and the Adjustable Rate Group I Certificate
Principal Balance immediately prior to such Distribution Date. With respect to
the Adjustable Rate Group II Certificates, the premium due to the Certificate
Insurer on each Distribution Date, which amount shall be equal to 1/12 of the
product of the applicable Insurer Premium Rate and the Adjustable Rate Group II
Certificate Principal Balance immediately prior to such Distribution Date. The
Certificate Insurer Premium shall also include any premium supplement for a
Certificate Group imposed under the Insurance Agreement.

         CERTIFICATE OWNER: With respect to any Book-Entry Certificate, the
Person who is the beneficial owner thereof.

         CERTIFICATE PRINCIPAL BALANCE: With respect to the Class A-1F
Certificates, the Class A-1F Certificate Principal Balance; with respect to the
Class A-2F Certificates, the Class A-2F Certificate Principal Balance; with
respect to the Class A-3F Certificates, the Class A-3F Certificate Principal
Balance; with respect to the Class A-4F Certificates, the Class A-4F Certificate
Principal Balance; with respect to the Class A-5F Certificates, the Class A-5F
Certificate Principal Balance; with respect to the Class A-6F Certificates, the
Class A-6F Certificate Principal Balance; with respect to the Class A-V1
Certificates, the Class A-V1 Certificate Principal Balance; with respect to the
Class A-V2 Certificates, the Class A-V2 Principal Balance; and with respect to
the Class C Certificates, the Class C Certificate Principal Balance; and with
respect to the Class P Certificates, the Class P Certificate Principal Balance.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 6.02.

         CLASS: The Fixed Rate Group Certificates, the Adjustable Rate Group I
Certificates, the Adjustable Rate Group II Certificates, the Class C
Certificate, the Class P Certificate, the Class R-I Certificate or the Class
R-II Certificate, as the case may be, taken as a whole.

         CLASS A-1F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in


                                      -7-
<PAGE>

substantially the form set forth in Exhibit A-1 hereto. The Class A-1F
Certificates are a subclass of the Fixed Rate Group Certificates.

         CLASS A-1F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-1F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-1F Certificates on previous Distribution Dates.

         CLASS A-1F PASS-THROUGH RATE:  7.25% per annum.

         CLASS A-2F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-1 hereto. The Class A-2F Certificates are a subclass of the Fixed Rate
Group Certificates.

         CLASS A-2F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-2F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-2F Certificates on previous Distribution Dates.

         CLASS A-2F PASS-THROUGH RATE:  6.96% per annum.

         CLASS A-3F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-1 hereto. The Class A-3F Certificates are a subclass of the Fixed Rate
Group Certificates.

         CLASS A-3F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-3F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-3F Certificates on previous Distribution Dates.

         CLASS A-3F PASS-THROUGH RATE:  7.04% per annum.

         CLASS A-4F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-1 hereto. The Class A-4F Certificates are a subclass of the Fixed Rate
Group Certificates.

         CLASS A-4F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-4F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-4F Certificates on previous Distribution Dates.

         CLASS A-4F PASS-THROUGH RATE:  7.32% per annum.

         CLASS A-5F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in



                                      -8-
<PAGE>

substantially the form set forth in Exhibit A-1 hereto. The Class A-5F
Certificates are a subclass of the Fixed Rate Group Certificates.

         CLASS A-5F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-5F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-5F Certificates on previous Distribution Dates.

         CLASS A-5F PASS-THROUGH RATE: The lesser of (x) with respect to each
Interest Period ending on or prior to the Clean-Up Call Date, 7.68%, and for
each Interest Period thereafter, 8.18% and (y) the Fixed Rate Group Available
Funds Cap.

         CLASS A-6F CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-1 hereto. The Class A-6F Certificates are a subclass of the Fixed Rate
Group Certificates.

         CLASS A-6F CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Original Class A-6F Certificate Principal Balance less the Fixed Rate Group
Principal Distribution Amounts actually distributed to the holders of the Class
A-6F Certificates on previous Distribution Dates.

         CLASS A-6F LOCKOUT DISTRIBUTION AMOUNT: As to any Distribution Date,
the product of (i) the applicable Class A-6F Lockout Percentage for such
Distribution Date, and (ii) the Class A-6F Lockout Pro Rata Distribution Amount
for such Distribution Date, not to exceed the Fixed Rate Group Principal
Distribution Amount for such Distribution Date.

         CLASS A-6F LOCKOUT PERCENTAGE: As to any Distribution Date, as follows:

               DISTRIBUTION DATES                          LOCKOUT PERCENTAGE

               January 2001 - December 2003                       0%
               January 2004 - December 2005                      45%
               January 2006 - December 2006                      80%
               January 2007 - December 2007                     100%
               January 2008 and thereafter                      300%

         CLASS A-6F LOCKOUT PRO RATA DISTRIBUTION AMOUNT: As to any Distribution
Date, the amount equal to the product of (x) a fraction, the numerator of which
is the Certificate Principal Balance of the Class A-6F Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Fixed Rate Group Certificates immediately
prior to such Distribution Date and (y) the Fixed Rate Group Principal
Distribution Amount for such Distribution Date.

         CLASS A-6F PASS-THROUGH RATE: The lesser of (x) with respect to each
Interest Period ending on or prior to the Clean-Up Call Date, 7.18% and, for
each Interest Period thereafter, 7.68% and (y) the Fixed Rate Group Available
Funds Cap.


                                      -9-
<PAGE>

         CLASS A-V1 CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-2 hereto. The Class A-V1 Certificates are the only Class of Adjustable
Rate Group I Certificates.

         CLASS A-V1 CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Initial Certificate Principal Balance of the Class A-V1 Certificates less
the Adjustable Rate Group I Principal Distribution Amounts actually distributed
to the holders of the Class A-V1 Certificates on previous Distribution Dates.

         CLASS A-V1 FORMULA PASS-THROUGH RATE: With respect to each Interest
Period ending on or prior to the Clean-up Call Date, LIBOR plus 0.235% per annum
and for any Interest Period thereafter, LIBOR plus 0.47% per annum.

         CLASS A-V1 PASS-THROUGH RATE: With respect to each Interest Period, the
lesser of (x) the Class A-V1 Formula Pass-Through Rate and (y) the Adjustable
Rate Group I Available Funds Cap.

         CLASS A-V2 CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit A-3 hereto. The Class A-V2 Certificates are the only Class of Adjustable
Rate Group II Certificates.

         CLASS A-V2 CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date,
the Initial Certificate Principal Balance of the Class A-V2 Certificates less
the Adjustable Rate Group II Principal Distribution Amounts actually distributed
to the holders of the Class A-V2 Certificates on previous Distribution Dates.

         CLASS A-V2 FORMULA PASS-THROUGH RATE: With respect to each Interest
Period ending on or prior to the Clean-up Call Date, LIBOR plus 0.35% per annum
and for any Interest Period thereafter, LIBOR plus 0.70% per annum.

         CLASS A-V2 PASS-THROUGH RATE: With respect to each Interest Period, the
lesser of (x) the Class A-V2 Formula Pass-Through Rate and (y) the Adjustable
Rate Group II Available Funds Cap.

         CLASS C CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit B-1 hereto.

         CLASS C CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date, the
Initial Certificate Principal Balance of the Class C Certificates less any
amounts distributed to the holders of the Class C Certificates on previous
Distribution Dates with respect to principal on the Class C Certificates.

                                      -10-
<PAGE>

         CLASS C CARRYFORWARD AMOUNT: With respect to any Distribution Date, the
amount by which the aggregate of the amount by which the Class C Distribution
Amount for each prior Distribution Date exceeded the amount actually distributed
in respect of the Class C Distribution Amount on each such date, reduced by the
aggregate of the amounts distributed in respect of the Class C Carryforward
Amount on each such prior Distribution Dates, and reduced by the aggregate of
the amounts of Realized Losses that have resulted in the reduction of the
Overcollateralization Amount on each such prior Distribution Date.

         CLASS C DISTRIBUTION AMOUNT: With respect to any Distribution Date,
means the interest allocated to the Class C Certificates as separate components
in accordance with note (8) of Section 9.16(e) with respect to such Distribution
Date and additionally, with respect to the first Distribution Date, an amount
equal to the Class C Certificate Principal Balance.

         CLASS P CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit B-3 hereto.

         CLASS P CERTIFICATE PRINCIPAL BALANCE: As to any Distribution Date, the
Initial Certificate Principal Balance of the Class P Certificates less any
amounts distributed to the holders of the Class P Certificates on previous
Distribution Dates with respect to principal on the Class P Certificates.

         CLASS P DEPOSIT: $100.00, to be deposited into the Certificate Account.

         CLASS R CERTIFICATE: Any one of the Certificates executed by the
Trustee on behalf of the Trust, not in its individual capacity, but solely as
Trustee, authenticated by the Trustee and in substantially the form set forth in
Exhibit B-2 hereto representing both the Class R-I and Class R-II Certificates.

         CLASS R-I CERTIFICATE: Any one of the Certificates described in Section
9.16 as representing the "residual interest" in REMIC I, as such term is defined
in Code Section 860G(a)(2). The Class R-I Certificate shall be certificated
together with the Class R-II Certificate, in the form of the Class R
Certificate.

         CLASS R-II CERTIFICATE: Any one of the Certificates described in
Section 9.16 as representing the "residual interest" in REMIC II, as such term
is defined in Code Section 860G(a)(2). The Class R-II Certificate shall be
certificated together with the Class R-I Certificate, in the form of the Class R
Certificate.

         CLEAN-UP CALL DATE: The first Distribution Date on which the Pool
Balance is less than 5% of the sum of the Original Pool Balance and the
Prefunding Account Deposit.

         CLOSING DATE:  December 19, 2000.


                                      -11-
<PAGE>

         CLOSING DATE DEPOSIT:  $815.22.

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

         COLLECTION ACCOUNT: The segregated account, which shall at all times be
an Eligible Account, established and maintained pursuant to Section 3.02(a) and
entitled "Bankers Trust Company of California, N.A., in trust for the benefit of
Holders of Aames Mortgage Trust 2000-2 Mortgage Pass-Through Certificates,
Series 2000-2, Collection Account". References herein to the Collection Account
shall include any Sub-Servicing Account as the context requires.

         COLLECTION PERIOD: As to the first Distribution Date, the period
beginning on and including December 2, 2000 and ending on and including January
1, 2001 (except that with respect to payments due and unpaid on or before
December 1, 2000, only collections of principal are included). As to any
Distribution Date thereafter for collections of both interest and principal, the
period beginning on and including the second day of the calendar month
immediately preceding the month in which such Distribution Date occurs and
ending on and including the first day of the calendar month of such Distribution
Date.

         COMBINED LOAN-TO-VALUE RATIO: With respect to a Mortgage Loan, the
ratio (expressed as a percentage) of (i) the sum of the Original Principal
Amount of such related Mortgage Loan plus the outstanding principal balance (at
the time of origination of such Mortgage Loan) of each mortgage loan secured by
the related Mortgaged Property that is senior to such Mortgage Loan to (ii) the
Appraised Value of the related Mortgaged Property determined by the Seller at
the time of origination of such Mortgage Loan.

         COMPANY:  Aames Capital Corporation, a California corporation.

         COMPENSATING INTEREST: As to any Distribution Date and any Mortgage
Loan Group, an amount equal to the lesser of (a) the related Monthly Servicing
Fee for the related Collection Period and (b) the difference between (i) 30
days' interest (at the related Mortgage Loan Rates, net of the Servicing Fee
Rate) on the Principal Balance of each Mortgage Loan in such Mortgage Loan Group
as to which a Principal Prepayment was received or that became a Liquidated
Mortgage Loan or that was otherwise charged-off (before giving effect to any
related reduction in the Principal Balance of such Mortgage Loan) by the
Servicer during the related Collection Period and (ii) the amount of interest
actually collected by the Servicer for such Mortgage Loans in such Mortgage Loan
Group during such Collection Period.

         CORPORATE TRUST OFFICE: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be principally administered, which office at the date of the execution of
this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California
92705-4934, Attention: Aames Mortgage Loan Pass-Through Certificates, Series
2000-2.


                                      -12-
<PAGE>

         COVERAGE DEFICIT: With respect to any Class of Offered Certificates and
any Distribution Date, an amount equal to the product of (a) the Guaranteed
Principal Amount for such Distribution Date and (b) the fraction, expressed as a
percentage, the numerator of which is equal to the applicable Group Deficiency
Amount and the denominator of which is equal to the sum of the Group Deficiency
Amounts for such Distribution Date.

         CUT-OFF DATE: With respect to the Initial Mortgage Loans in each
Mortgage Loan Group, the close of business on December 1, 2000. With respect to
the Subsequent Mortgage Loans, the close of business on the Subsequent Cut-off
Date.

         CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, its Principal
Balance as of the related Cut-off Date.

         DEFECTIVE MORTGAGE LOAN: Any Mortgage Loan that is required to be
repurchased or substituted by the Seller pursuant to Section 2.03 or 2.05.

         DEFICIENCY AMOUNT: As to any Distribution Date and for the Offered
Certificates, the excess, if any, of (A) the sum of (i) the Accrued Certificate
Interest for each Class of Offered Certificates plus any Interest Carry Forward
Amount for each Class of Offered Certificates and (ii) the Guaranteed Principal
Amount over (B) Available Funds for all of the Mortgage Loan Groups (after
payment of the Trustee Fee, the Monthly Servicing Fee, the Certificate Insurer
Premium and the PMI Insurer Premium, if any).

         DEFINITIVE CERTIFICATES:  As defined in Section 6.02(e).

         DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Qualified Replacement Mortgage Loan.

         DELINQUENCY PERCENTAGE: As to any Distribution Date, the average of the
percentage obtained by dividing (i) the aggregate of the Principal Balances of
all Mortgage Loans that were then 90 or more days contractually delinquent as of
the end of the preceding calendar month, were in bankruptcy and 90 or more days
delinquent under the related Mortgage Note, or were REO Properties or were
either foreclosed upon or transferred pursuant to Section 3.06 during such
preceding calendar month, by (ii) the Pool Balance as of such Distribution Date.

         DEPOSIT DATE: As to any Distribution Date, the third Business Day prior
to such Distribution Date.

         DEPOSITORY: The initial depository shall be The Depository Trust
Company, the nominee of which is Cede & Co. The Depository shall at all times be
a "clearing corporation" as defined in Section 8102(3) of the Uniform Commercial
Code of the State of California, as amended, or any successor provisions
thereto.

                                      -13-
<PAGE>

         DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other person for which, from time to time, the Depository effects
book-entry transfers and pledges of securities deposited with such Depository.

         DETERMINATION DATE: As to any Distribution Date, the last day of the
related Collection Period.

         DISQUALIFIED ORGANIZATION: Any Person that is (i) the United States,
any state or any political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality of a governmental unit that is a corporation if all of its
activities are subject to tax and, except in the case of the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, international organization
or any agency or instrumentality of either of the foregoing, (iii) an
organization (except certain farmers' cooperatives described in Code Section
521) exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income), (iv) rural electric
and telephone cooperatives described in Code Section 1381(a)(2)(C), and (v) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an ownership interest in a Class R Certificate by such Person may
cause any REMIC Pool or any Person having an ownership interest in any Class R
Certificate, other than such Person, to incur a liability for any tax imposed
under the Code that would not otherwise be imposed but for the transfer of an
ownership interest in a Class R Certificate to such Person. The terms "United
States", "state" and "international organization" shall have the meanings set
forth in Code Section 7701 or successor provisions.

         DISTRIBUTION DATE: The 25th day of each month or, if such day is not a
Business Day, the Business Day immediately following such 25th day, beginning
January 25, 2001.

         ELIGIBLE ACCOUNT: Either (A) a segregated account or accounts
maintained with an institution the deposits of which are insured by the Bank
Insurance Fund or the Savings Association Insurance Fund of the FDIC, the
unsecured and uncollateralized debt obligations of which shall be rated "AA" or
better by Standard & Poor's, "A2" or better by Moody's and, if rated by Fitch,
"AA" by Fitch and in the highest short term rating category by Standard & Poor's
and Moody's and, if rated by Fitch, Fitch, and that is either (i) a federal
savings and loan association duly organized, validly existing and in good
standing under the federal banking laws, (ii) an institution duly organized,
validly existing and in good standing under the applicable banking laws of any
state, (iii) a national banking association duly organized, validly existing and
in good standing under the federal banking laws, (iv) a principal subsidiary of
a bank holding company, and (v) approved in writing by the Certificate Insurer
or (B) a segregated trust account maintained with the trust department of a
federal or state chartered depository institution or trust company, having
capital and surplus of not less than $50,000,000, acting in its fiduciary
capacity, the unsecured and uncollateralized debt obligations of which shall be
rated "Baa3" or better by Moody's. Any Eligible Accounts maintained with the
Trustee shall conform to the preceding clause (B).


                                      -14-
<PAGE>

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

         ERISA PLAN: Any Person that is an employee benefit plan within the
meaning of Section 3(3) of ERISA or any Person that is an individual retirement
account or employee benefit plan, trust or account subject to Section 4975 of
the Code.

         ERISA PROHIBITED HOLDER:  As defined in Section 6.02(b).

         EVENT OF DEFAULT:  As defined in Section 8.01.

         EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to a Certificate
Group and any Distribution Date, means the lesser of (x) the related Monthly
Excess Cashflow Amount available for distribution to such Certificate Group from
the related Mortgage Loan Group and either or both of the other Mortgage Loan
Groups on such Distribution Date and (y) the related Target Deficiency.

         FDIC: The Federal Deposit Insurance Corporation and its successors in
interest.

         FEMA: The Federal Emergency Management Agency and its successors in
interest.

         FHLMC: The Federal Home Loan Mortgage Corporation and its successors in
interest.

         FINAL SCHEDULED DISTRIBUTION DATE: The Final Scheduled Distribution
Date for each of the Classes of Certificates are as set forth below:

                                           FINAL SCHEDULED DISTRIBUTION DATE

              Class A-1F                          January 25, 2019
              Class A-2F                          May 25, 2022
              Class A-3F                          September 25, 2024
              Class A-4F                          March 25, 2027
              Class A-5F                          December 25, 2028
              Class A-6F                          November 25, 2028
              Class A-V1                          February 25, 2031
              Class A-V2                          November 25, 2030
              Class C                             February 25, 2031
              Class P                             February 25, 2031
              Class R                             February 25, 2031

         FITCH:  Fitch, Inc.

         FIXED RATE GROUP: The group of Initial Mortgage Loans comprised of
fixed rate mortgage loans identified in the Mortgage Loan Schedule as having
been assigned to the Fixed Rate Group and any Subsequent Mortgage Loans
identified in a Subsequent Transfer Agreement as having been assigned to the
Fixed Rate Group, including any Qualified Replacement Mortgage Loans delivered
in replacement thereof.

                                      -15-
<PAGE>

         FIXED RATE GROUP AVAILABLE FUNDS CAP: With respect to any Distribution
Date and the Fixed Rate Group Certificates, the per annum rate equal to the
weighted average of the Pass-Through Rates of the Class LT-AF and Class LT-MF
REMIC I Regular Interests.

         FIXED RATE GROUP BALANCE: As to any Distribution Date, the sum of the
aggregate of the Principal Balances of the Mortgage Loans in the Fixed Rate
Group as of the end of the related Collection Period plus, in the case of any
Distribution Date relating to a Collection Period that includes any part of the
Funding Period, any portion of the related allocated Prefunding Account Deposit
remaining on deposit in the Prefunding Account or Certificate Account as of the
last day of such Collection Period.

         FIXED RATE GROUP CERTIFICATE PRINCIPAL BALANCE: As to any Distribution
Date, the sum of the Class A-1F Certificate Principal Balance, the Class A-2F
Certificate Principal Balance, the Class A-3F Certificate Principal Balance, the
Class A-4F Certificate Principal Balance, the Class A-5F Certificate Principal
Balance, and the Class A-6F Certificate Principal Balance.

         FIXED RATE GROUP CERTIFICATES: The Class A-1F Certificates, the Class
A-2F Certificates, the Class A-3F Certificates, the Class A-4F Certificates, the
Class A-5F Certificates, and the Class A-6F Certificates.

         FIXED RATE GROUP PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the Principal Distribution Amount with respect to the Fixed
Rate Group Certificates and the related Collection Period.

         FIXED RATE TURBO AMOUNT:  As defined in Section 9.16.

         FNMA: The Federal National Mortgage Association and its successors in
interest.

         FOREIGN PERSON: A Person that is not (i) a citizen or resident of the
United States, (ii) a corporation or partnership (including an entity treated as
a corporation or partnership for U.S. federal income tax purposes) created in
the United States or organized under the laws of the United States or any state
thereof or the District of Columbia (except, in the case of a partnership, as
otherwise provided by Treasury regulations), (iii) an estate that is subject to
United States federal income tax regardless of the source of its income, or (iv)
a trust whose administration may be subject to the primary supervision of a
court within the United States and for which one or more United States persons
have the authority to control all substantial decisions of the trust.

         FUNDING PERIOD: The period beginning on the Closing Date and ending on
the earlier of (a) the date on which the amount on deposit in the Prefunding
Account is zero and (b) the close of business on December 29, 2000.

         GROSS MARGIN: With respect to any Adjustable Rate Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note, which amount is
added to the Index in accordance with the terms of the related Mortgage Note to
determine the applicable Mortgage Loan Rate.


                                      -16-
<PAGE>

         GROUP DEFICIENCY AMOUNT: With respect to any Certificate Group and any
Distribution Date, the amount, if any, by which the aggregate of Certificate
Principal Balances of each Class of Offered Certificates in such Certificate
Group (after taking into account all distributions thereto in respect of
principal on such Distribution Date other than any amounts paid by the
Certificate Insurer) exceeds the related Group Pool Balance as of the last day
of the related Collection Period (plus any allocable amounts on deposit in the
Pre-Funding Account).

         GROUP FACTOR: As to any Distribution Date and any Mortgage Loan Group,
the percentage (carried to eight places, rounded down) obtained by dividing the
aggregate Principal Balances of the Mortgage Loans in the related Mortgage Loan
Group (after giving effect to any distribution of principal on the related
Certificates on such Distribution Date) by (i) in the case of the Fixed Rate
Group, the sum of the Original Fixed Rate Group Balance and the related
allocated Prefunding Account Deposit, (ii) in the case of Adjustable Rate Group
I, the sum of the Original Adjustable Rate Group I Balance and the related
allocated Prefunding Account Deposit or (iii) in the case of Adjustable Rate
Group II, the sum of the Original Adjustable Rate Group II Balance and the
related allocated Prefunding Account Deposit, as applicable.

         GROUP POOL BALANCE: The Fixed Rate Group Balance, the Adjustable Rate
Group I Balance or the Adjustable Rate Group II Balance, as applicable.

         GUARANTEED PRINCIPAL AMOUNT: As to any Distribution Date, (a) the
amount, if any, by which the aggregate Certificate Principal Balance of the
Offered Certificates exceeds the Pool Balance at the end of the previous month
(after giving effect to all distributions of principal on the Offered
Certificates on such Distribution Date) plus any amounts on deposit in the
Prefunding Account and (b) on the Distribution Date in October 2030 (after
giving effect to all other distributions of principal on the Offered
Certificates), an amount equal to the aggregate Certificate Principal Balance of
the Offered Certificates.

         HOLDER:  A Certificateholder.

         INDEX: With respect to any Adjustable Rate Mortgage Loan, the
applicable index for computing the Mortgage Loan Rate as specified in the
Mortgage Note.

         INITIAL CERTIFICATE PRINCIPAL BALANCE: As to the Class P
Certificates, $100. As to the Class C Certificates, the notional amount
reflected on Schedule III. As to the Class R Certificates, $0. As to any
other Class of Offered Certificates, the respective amount set forth below
opposite such Class:

                                                    INITIAL CERTIFICATE
                           CLASS                    PRINCIPAL BALANCE
         Class A-1F Certificates                        $41,000,000
         Class A-2F Certificates                        $22,500,000
         Class A-3F Certificates                        $21,500,000
         Class A-4F Certificates                        $31,500,000
         Class A-5F Certificates                        $20,660,000

                                      -17-
<PAGE>

         Class A-6F Certificates                        $10,200,000
         Class A-V1 Certificates                       $263,669,000
         Class A-V2 Certificates                        $60,473,000

         INITIAL MORTGAGE LOAN: Any Mortgage Loan in any Mortgage Loan Group
included in the assets of the Trust as of the Closing Date that is indicated as
such on the Mortgage Loan Schedule.

         INSURANCE AGREEMENT: The Insurance and Indemnity Agreement, dated as of
December 19, 2000, among the Certificate Insurer, the Company and the Trustee, a
copy of which is attached hereto as Exhibit L.

         INSURANCE PROCEEDS: With respect to any Distribution Date, proceeds
paid by any insurer (other than the Certificate Insurer and the PMI Insurer) and
received by the Servicer during the related Collection Period pursuant to any
insurance policy covering a Mortgage Loan or the related Mortgaged Property,
including any deductible payable by the Servicer with respect to a blanket
insurance policy pursuant to Section 3.04 and the proceeds from any fidelity
bond or errors and omission policy pursuant to Section 3.12 (to the extent such
payments compensate for losses that would otherwise be payable to
Certificateholders pursuant to this Agreement), net of any component thereof
covering any expenses incurred by or on behalf of the Servicer and specifically
reimbursable under this Agreement.

         INSURED PAYMENT: As of any Distribution Date, (i) any Deficiency Amount
and (ii) any Preference Amount.

         INSURER PREMIUM RATE: With respect to any Distribution Date, the
percentage for the computation of the Certificate Insurer Premium as set forth
in the Insurance Agreement.

         INTEREST CARRY FORWARD AMOUNT: With respect to any Class of Offered
Certificates on any Distribution Date, means the amount, if any, by which (i)
the Accrued Certificate Interest on such Class for the preceding Distribution
Date plus any outstanding Interest Carry Forward Amount with respect to such
Class from the second preceding Distribution Date (together with interest on
such outstanding Interest Carry Forward Amount at the related Pass-Through Rate
for the related Interest Period to the extent lawful) exceeds (ii) the amount of
interest actually distributed to the holders of such Certificates on such
Distribution Date.

         INTEREST PERIOD: With respect to the Fixed Rate Group Certificates and
the Class LT-AF and LT-MF REMIC I Regular Interests, the calendar month
preceding the month in which such Distribution Date occurs; and with respect to
the Class A-V1 Certificates, the Class LT-AV1 and Class LT-MV1 REMIC I Regular
Interests, the Class A-V2 Certificates, the Class LT-AV1 and Class LT-MV1 REMIC
I Regular Interests, the first Interest Period, the period beginning on the
Closing Date and ending on the day preceding the Distribution Date in January
2001, and as to any subsequent Distribution Date, the period beginning on the
immediately preceding Distribution Date and ending on the day prior to the
related Distribution Date.


                                      -18-
<PAGE>

         INTEREST SHORTFALL: As to any Distribution Date, the amount of any (i)
Prepayment Interest Shortfall and (ii) Relief Act Shortfall for the related
Mortgage Loan Group. So long as Financial Security Assurance Inc. is the
Certificate Insurer, the Certificate Insurance Policy will cover Prepayment
Interest Shortfalls to the extent not covered by Compensating Interest paid by
the Servicer.

         INVESTMENT COMPANY ACT: The Investment Company Act of 1940, as amended.

         JUNIOR MORTGAGE LOAN: Any Mortgage Loan secured by a Mortgage with a
lien of other than first priority.

         LATE PAYMENT RATE: With respect to any date of determination, the rate
of interest as it is publicly announced by Citibank, N.A. at its principal
office in New York, New York on its prime rate (any change in such prime rate of
interest to be effective on the date such change is announced by Citibank, N.A.)
plus 3%.

         LIBOR: With respect to the January 2001 Distribution Date, 6.695% per
annum. With respect to any subsequent Distribution Date, the per annum rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month U.S. dollar deposits as such rate appears on
the Dow Jones Telerate Service Page 3750 (or any replacement page on that
service for the purpose of displaying London Interbank Offered Rates of major
banks) as of 11:00 a.m. (London time) on such LIBOR Determination Date.

         On each LIBOR Determination Date, in the event that Dow Jones Telerate
Service Page 3750 (or any replacement page on that service for the purpose of
displaying London Interbank Offered Rates of major banks) is not available, the
Trustee will establish LIBOR as follows:

         (a)    If on such LIBOR Determination Date two or more Reference
Banks provide such offered quotations, LIBOR shall be the arithmetic mean
(rounded upwards if necessary to the nearest whole multiple of 0.0625%) of such
offered quotations.

         (b)    If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, LIBOR shall be the greater of (x) LIBOR
as determined on the previous LIBOR Determination Date and (y) the Reserve
Interest Rate. The "Reserve Interest Rate" shall be 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 0.0625%) of the one-month U.S. dollar
lending rates that New York City banks selected by the Trustee are quoting on
the relevant LIBOR Determination Date to the principal London offices of leading
banks in the London interbank market or, in the event that the Trustee can
determine no such arithmetic mean, (ii) the lowest one-month U.S. dollar lending
rate that New York City banks selected by the Trustee are quoting on such LIBOR
Determination Date to leading European banks.

         As used in this definition, "Reference Banks" means leading banks
selected by the Trustee and engaged in transactions in Eurodollar deposits in
the international Eurocurrency market (i) with an established place of business
in London, (ii) whose quotations appear on such



                                      -19-
<PAGE>

page on the LIBOR Determination Date in question, (iii) that have been
designated as such by the Trustee and (iv) not controlling, controlled by or
under common control with the Sponsor or any of its affiliates.

         LIBOR DETERMINATION DATE: With respect to any Interest Period after the
first Interest Period, the second London Business Day immediately preceding the
first day of such Interest Period.

         LIQUIDATED MORTGAGE LOAN: As to any Distribution Date, any Mortgage
Loan as to which the Servicer has determined, in accordance with the servicing
procedures specified herein, during the related Collection Period that all
Liquidation Proceeds that it expects to recover from or on account of such
Mortgage Loan have been recovered.

         LIQUIDATION EXPENSES: Expenses that are incurred by the Servicer in
connection with the liquidation of any Mortgage Loan and not recovered under any
insurance policy or from any Mortgagor. Such expenses shall include, without
limitation, legal fees and expenses, real estate brokerage commissions, any
unreimbursed amount expended by the Servicer pursuant to Section 3.06 with
respect to the related Mortgage Loan (including, without limitation, amounts
voluntarily advanced to correct defaults on each mortgage loan that is senior to
such Mortgage Loan), any other related and previously unreimbursed Servicing
Advances and any related and previously unreimbursed Property Protection
Expenses.

         LIQUIDATION PROCEEDS: Cash (other than Insurance Proceeds) received in
connection with the liquidation of any Mortgaged Property, including payments
received under the PMI Policy, whether through trustee's sale, foreclosure sale,
condemnation, taking by eminent domain or otherwise received in respect of any
Mortgage Loan foreclosed upon as described in Section 3.06 (including, without
limitation, proceeds from the rental of the related Mortgaged Property).

         LIQUIDATION REPORT: A liquidation report in the form of Exhibit I
attached hereto.

         LOAN-TO-VALUE RATIO: The Original Principal Amount of a Mortgage Loan
as a percentage of the Appraised Value of the related Mortgaged Property
determined by the Seller at the time of origination of such Mortgage Loan.

         LONDON BUSINESS DAY: A day on which banks are open for dealing in
foreign currency and exchange in London and New York City.

         LOSS PERCENTAGE: As to any Distribution Date, the percentage equivalent
of the fraction obtained by dividing (i) the principal amount of cumulative
Realized Losses on all Mortgage Loans from the Cut-off Date through the end of
the related Collection Period by (ii) the sum of the Original Pool Balance and
the Prefunding Account Deposit.

         MAXIMUM RATE: With respect to an Adjustable Rate Mortgage Loan, any
absolute maximum Mortgage Loan Rate set by provisions in the related Mortgage
Note.


                                      -20-
<PAGE>

         MINIMUM RATE: With respect to an Adjustable Rate Mortgage Loan, any
absolute minimum Mortgage Loan Rate, set by provisions in the related Mortgage
Note, subject to the initial Mortgage Loan Rate first adjusting to a level in
excess of such minimum Mortgage Loan Rate in accordance with the terms of the
Mortgage Note.

         MONTHLY ADVANCE:  Defined in Section 5.02(a).

         MONTHLY EXCESS CASHFLOW AMOUNT: With respect to any Mortgage Loan Group
and any Distribution Date, the Available Funds remaining after the application
of payments in clauses (1) through (5) of Section 5.01(b).

         MONTHLY MORTGAGE PAYMENT: With respect to any Mortgage Note, the amount
of each monthly payment (other than any final balloon payment) payable under
such Mortgage Note in accordance with its terms by the Mortgagor, including one
month's accrued interest on the related Principal Balance at the then applicable
Mortgage Loan Rate, but net of any portion of such monthly payment that
represents late payment charges, prepayment or extension fees or collections
allocable to payments to be made by Mortgagors for payment of insurance premiums
or similar items.

         MONTHLY SERVICING FEE: With respect to any Collection Period and each
Mortgage Loan Group, 1/12 of the product of the Servicing Fee Rate and the
aggregate Principal Balance of the Mortgage Loans in such Mortgage Loan Group as
of the beginning of the related Collection Period (or, in the case of the first
Collection Period, the aggregate Principal Balance of the related Mortgage Loans
as of the Cut-off Date). The Monthly Servicing Fee shall be payable on the
following Deposit Date to the Servicer as servicing compensation hereunder
pursuant to Section 3.08.

         MOODY'S: Moody's Investors Service, Inc. and its successors in
interest.

         MORTGAGE: The mortgage, deed of trust or other instrument creating a
first, second or third lien on an estate in fee simple in real property securing
a Mortgage Loan.

         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 such Mortgage File pursuant to this Agreement.

         MORTGAGE LOAN: Each of the Mortgage Loans transferred and assigned to
the Trustee pursuant to Section 2.01 or 2.02, that from time to time comprise
part of the Trust, the Mortgage Loans originally so held being identified in the
Mortgage Loan Schedule attached hereto as Exhibit E.

         MORTGAGE LOAN GROUP: The Fixed Rate Group, Adjustable Rate Group I or
Adjustable Rate Group II. References herein to any Class or Classes of
Certificates being related to a Mortgage Loan Group, shall mean (A) in the case
of the Fixed Rate Group, the Fixed Rate Group Certificates, the Class C
Certificates, the Class P Certificates and the Class R Certificates, (B) in



                                      -21-
<PAGE>

the case of the Adjustable Rate Group I Certificates, the Class A-V1
Certificates, the Class C Certificates, the Class P Certificates and the Class R
Certificates, and (C) in the case of the Adjustable Rate Group II Certificates,
the Class A-V2 Certificates, the Class C Certificates, the Class P Certificates
and the Class R Certificates.

         MORTGAGE LOAN RATE: With respect to any Adjustable Rate Mortgage Loan,
the per annum rate of interest computed in accordance with the provisions of the
related Mortgage Note as the sum of the Index and the Gross Margin, subject to
any Minimum Rate, the Maximum Rate or periodic limitation on adjustments to such
rate applicable from time to time to the calculation of interest thereon. As to
any Fixed Rate Mortgage Loan, the fixed per annum rate of interest applicable to
the calculation of interest thereon specified in the related Mortgage Note.

         MORTGAGE LOAN SCHEDULE: As of any date, the schedule of Mortgage Loans
as amended by each subsequently delivered schedule of Subsequent Mortgage Loans
separated by Mortgage Loan Group. The initial schedule of Mortgage Loans as of
the related Cut-off Date is attached hereto as Exhibit E and sets forth as to
each such Mortgage Loan, among other things, (a) its identifying number and the
name of the related Mortgagor; (b) the street address of the related Mortgaged
Property including the state, county and zip code; (c) its date of origination;
(d) the original number of months to stated maturity; (e) its original stated
maturity; (f) its Original Principal Amount; (g) its Cut-off Date Principal
Balance; (h) the related Mortgage Loan Rate as of the related Cut-off Date and,
with respect to any Adjustable Rate Mortgage Loan, the related Index, Gross
Margin, Minimum Rate, Maximum Rate and any periodic limitations on adjustment;
(i) the scheduled Monthly Mortgage Payment as of the related Cut-off Date; (j)
the date in each month on which the related Monthly Mortgage Payments are due;
(k) its Combined Loan-to-Value Ratio or the ratio, expressed as a percentage, of
the Original Principal Amount of such Mortgage Loan to the Appraised Value of
the related Mortgaged Property, as applicable; (l) the lien status of the
related Mortgage and, with respect to any Junior Mortgage Loan, the principal
amount (as of the date of origination) of all related Senior Liens; (m) whether
the related Mortgaged Property is owner-occupied or non-owner-occupied; (n)
whether the related Mortgaged Property is a single-family residence, a two- to
four-family residence, a unit in a condominium or planned unit development, or
manufactured housing; (o) whether the Mortgage Loan has been originated by an
Affiliate of the Company; (p) the related Cut-off Date (unless specified in a
related Subsequent Transfer Agreement); and (q) a code indicating if the
Mortgage Loan is covered under the PMI Policy.

         MORTGAGE NOTE: The note or other instrument evidencing the indebtedness
of a Mortgagor under the related Mortgage Loan.

         MORTGAGED PROPERTY:  The underlying property securing a Mortgage Loan.

         MORTGAGOR:  The obligor under a Mortgage Note.

         NET LIQUIDATION PROCEEDS: As to any Mortgage Loan, Liquidation Proceeds
net of Liquidation Expenses. If Liquidation Expenses exceed Liquidation Proceeds
as to any Mortgage Loan, Net Liquidation Proceeds shall be zero. For all
purposes of this Agreement, Net



                                      -22-
<PAGE>

Liquidation Proceeds shall be allocated first to accrued and unpaid interest on
the related Mortgage Loan and then to the Principal Balance thereof.

         NON-PERMITTED FOREIGN HOLDER:  As defined in Section 6.02(c).

         NOTICE OF CLAIM: The notice required to be furnished by the Trustee to
the Certificate Insurer in the event an Insured Payment is required to be paid
under the Certificate Insurance Policy with respect to any Distribution Date, in
the form set forth as an exhibit to the Certificate Insurance Policy.

         OFFERED CERTIFICATEHOLDER:  A holder of an Offered Certificate.

         OFFERED CERTIFICATES: The Certificates other than the Retained
Certificates.

         OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President of the
Seller or the Servicer, as the case may be, and delivered to the Trustee,
Certificate Insurer or each Rating Agency, as the case may be.

         OPINION OF COUNSEL: A written opinion of counsel reasonably acceptable
to the Trustee and, in the case of opinions delivered to Certificate Insurer,
reasonably acceptable to it, who may be in-house counsel for the Seller or the
Servicer (except with respect to any opinion with respect to or concerning the
REMIC status of any REMIC Pool). Any expense related to obtaining an Opinion of
Counsel for an action requested by a party shall be borne by the party required
to obtain such opinion or seeking to effect the action that requires the
delivery of such Opinion of Counsel.

         ORIGINAL ADJUSTABLE RATE GROUP I BALANCE: Means the aggregate of the
outstanding principal amounts of each Initial Mortgage Loan that is an
Adjustable Rate Group I Mortgage Loan as of its related Cut-off Date, which
amount is $202,955,704.97.

         ORIGINAL ADJUSTABLE RATE GROUP II BALANCE: Means the aggregate of the
outstanding principal amounts of each Initial Mortgage Loan that is an
Adjustable Rate Group II Mortgage Loan as of its related Cut-off Date, which
amount is $47,244,167.40.

         ORIGINAL FIXED RATE GROUP BALANCE: Means the aggregate of the
outstanding principal amounts of each Initial Mortgage Loan that is a Fixed Rate
Mortgage Loan as of its related Cut-off Date, which amount is $113,214,687.53.

         ORIGINAL POOL BALANCE: Means the aggregate outstanding principal
amounts of each Initial Mortgage Loan as of its related Cut-off Date, which
amount is $363,414,559.90.

         ORIGINAL PRINCIPAL AMOUNT: With respect to any Mortgage Loan, the
original principal amount due under the related Mortgage Note as of its date of
origination.


                                      -23-
<PAGE>

         OVERCOLLATERALIZATION AMOUNT: With respect to a Mortgage Loan Group and
as of any Distribution Date, the excess of (x) the aggregate of the outstanding
Principal Balances of the Mortgage Loans in such Mortgage Loan Group as of the
last day of the related Collection Period (plus, during the Funding Period,
related allocated amounts on deposit in the Prefunding Account on such date)
over (y) the aggregate Certificate Principal Balance of the related Offered
Certificates (after taking into account all distributions in respect of
principal collections on such Distribution Date).

         OVERCOLLATERALIZATION RELEASE AMOUNT: With respect to any Certificate
Group and any Distribution Date (A) prior to the occurrence of a Step Down
Trigger, zero, and (B) on or after the occurrence of a Step Down Trigger, the
lesser of (x) the related Basic Principal Amount for such Distribution Date and
(y) the excess, if any, of (i) the related Overcollateralization Amount for such
Distribution Date, assuming that 100% of the related Basic Principal Amount is
applied as a principal payment on the related Certificate Group on such
Distribution Date over (ii) the related Targeted Overcollateralization Amount
for such Distribution Date.

         PASS-THROUGH RATE: The Class A-1F Pass-Through Rate, the Class A-2F
Pass-Through Rate, the Class A-3F Pass-Through Rate, the Class A-4F Pass Through
Rate, the Class A-5F Pass Through Rate, the Class A-6F Pass Through Rate, the
Class A-V1 Pass-Through Rate or the Class A-V2 Pass-Through Rate, as applicable.

         PAYMENT AHEAD: Any payment of one or more Monthly Mortgage Payments
remitted by a Mortgagor with respect to a Mortgage Note in excess of the Monthly
Mortgage Payment due during such Collection Period with respect to such Mortgage
Note, which sums the related Mortgagor has instructed the Servicer to apply to
Monthly Mortgage Payments due in one or more subsequent Collection Periods. A
Monthly Mortgage Payment that was a Payment Ahead shall, for purposes of
computing Available Funds, be deemed to have been received by the Servicer on
the date in the related Collection Period on which such Monthly Mortgage Payment
would have been due if such Monthly Mortgage Payment was not a Payment Ahead.

         PAYOFF NOTICE: The certification delivered by the Servicer in
connection with any payment in full of the outstanding principal balance of a
Mortgage Loan pursuant to Section 3.07, to be substantially in the form of
Exhibit H.

         PERCENTAGE INTEREST: With respect to any Certificate, the undivided
percentage interest (carried to eight places, rounded down) obtained by dividing
the original principal balance of such Certificate by the Initial Certificate
Principal Balance of the related Class, as applicable, and multiplying the
result by 100; provided that with respect to a Class C Certificate, a Class P
Certificate or a Class R Certificate, Percentage Interest means the undivided
percentage interest set forth on the face of such Certificate, which in the
aggregate shall not exceed 100%.

         PERMITTED INVESTMENTS: One or more of the following obligations,
instruments and securities:


                                      -24-
<PAGE>

                  (A) direct general obligations of, or obligations fully and
         unconditionally guaranteed as to the 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;

                  (B) Federal Housing Administration debentures, FHLMC senior
         debt obligations and FNMA senior debt obligations, but excluding any of
         such securities whose terms do not provide for payment of a fixed
         dollar amount upon maturity or call for redemption or that are not
         rated in the highest rating category by each Rating Agency;

                  (C) federal funds, certificates of deposit, time and demand
         deposits and banker's acceptances (in each case having original
         maturities of not more than 365 days) of any bank or trust company
         incorporated under the laws of the United States or any state thereof,
         PROVIDED that the short-term debt obligations of such bank or trust
         company at the date of acquisition thereof have been rated "A-1" or
         better by Standard & Poor's, "Prime-1" or better by Moody's and, if
         rated by Fitch, "F-1+" or better by Fitch;

                  (D) deposits of any bank or savings and loan association that
         has combined capital, surplus and undivided profits of at least
         $100,000,000, which deposits are held up to the applicable limits
         insured by the Bank Insurance Fund or the Savings Association Insurance
         Fund of the FDIC;

                  (E) commercial paper (having original maturities of not more
         than 180 days) that has the highest short term rating of each of
         Standard & Poor's and Moody's and, if rated by Fitch, Fitch;

                  (F) investments in money market funds rated "AAAm" or "AAAm-G"
         by Standard & Poor's "AAA" by Fitch and "Aaa" by Moody's and, if rated
         by Fitch, Fitch (any such money market funds that provide for demand
         withdrawals without penalty being conclusively deemed to satisfy any
         maturity requirement for Permitted Investments set forth herein); and

                  (G) investments approved in writing by all Rating Agencies and
         the Certificate Insurer;

PROVIDED that no investment described hereunder shall evidence either the right
to receive (i) only interest with respect to obligations underlying such
instrument or (ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect
to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity of the underlying obligations; and PROVIDED, FURTHER, that no
instrument described hereunder may be purchased at a price greater than par if
such instrument may be prepaid or called at a price less than its purchase price
prior to stated maturity. Permitted Investments shall mature not later than the
Business Day prior to the date on which such monies will be needed to make
payments, or in the case of Permitted Investments held in the Prefunding
Account, shall be available on the Business Day next succeeding the date the
Trustee receives the



                                      -25-
<PAGE>

Addition Notice that such monies will be needed. Notwithstanding the foregoing,
with respect to investment of amounts in any account, any of the foregoing
obligations, instruments or securities will not be Permitted Investments to the
extent that an investment therein will cause the then outstanding principal
amount thereof in which such funds are then invested to exceed $25,000,000 (such
investments being valued at par).

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

         PMI DOWNGRADE OR CLAIMS DENIAL TEST: The PMI Downgrade or Claims Denial
Test will be met with respect to a Distribution Date if any of the following
events occurs:

         (i)      The PMI Insurer is downgraded below "A", "A" or "A2" by
                  Standard & Poor's, Fitch or Moody's, respectively;

         (ii)     The cumulative amounts of claims denied by the PMI Insurer for
                  any 12-month period (or such fewer number of months since the
                  Cut-off Date in the case of the first eleven months
                  thereafter) preceding such Distribution Date exceeds the
                  lesser of (a) 0.35% of the PMI Mortgage Loans or (b) 0.75% of
                  the outstanding principal balance of the PMI Mortgage Loans at
                  the beginning of such 12-month period (or such fewer number of
                  months since the Cut-off Date in the case of the first eleven
                  months thereafter)(excluding any claim made with respect to a
                  PMI Mortgage Loan repurchased by the Seller); or

         (iii)    The cumulative amounts of claims denied by the PMI Insurer
                  exceed $650,000 in the aggregate (excluding any claim made
                  with respect to a PMI Mortgage Loan repurchased by the
                  Seller).

         PMI INSURER: Mortgage Guaranty Insurance Corporation, a monoline
private insurance company organized and created under the laws of the State of
Wisconsin, or its successors in interest.

         PMI INSURER PREMIUM: For any Distribution Date and any Certificate
Group, the aggregate of the premiums payable, if any, during the immediately
preceding Collection Period under the PMI Policy for any PMI Mortgage Loans in
the related Mortgage Loan Group, as set forth in an a statement delivered to the
Trustee by the PMI Insurer with respect to such Distribution Date.

         PMI MORTGAGE LOANS: The list of Mortgage Loans insured by the PMI
Insurer attached hereto as Exhibit P as amended by each subsequently delivered
schedule of Subsequent Mortgage Loans insured by the PMI Insurer.


                                      -26-
<PAGE>

         PMI POLICY: The Primary Mortgage Insurance Policy (No. 4-690-4-3284)
with respect to the PMI Mortgage Loans and all endorsements thereto dated the
Closing Date, issued by the PMI Insurer.

         POLICY PAYMENTS ACCOUNT: The segregated account, which shall be an
Eligible Account, established and maintained pursuant to Section 3.18(a) and
entitled "Bankers Trust Company of California, N.A., as Trustee for Aames
Mortgage Trust 2000-2 Mortgage Pass-Through Certificates, Series 2000-2, Policy
Payments Account".

         POOL BALANCE: As to any Distribution Date, the sum of the Fixed Rate
Group Balance, the Adjustable Rate Group I Balance and the Adjustable Rate Group
II Balance.

         PREFERENCE AMOUNT: Any avoided payment required to be paid pursuant to
Section 3 of Endorsement No. 1 to the Certificate Insurance Policy.

         PREFUNDING ACCOUNT: The segregated account, which shall be an Eligible
Account, established and maintained pursuant to Section 3.16 and entitled
"Bankers Trust Company of California, N.A., as Trustee for Aames Mortgage Trust
2000-2 Mortgage Pass-Through Certificates, Series 2000-2, Prefunding Account".

         PREFUNDING ACCOUNT DEPOSIT: The amount deposited in the Prefunding
Account on the Closing Date for the purchase of Subsequent Mortgage Loans, which
amount is $108,088,104.46; allocated $34,145,361.46 to the Fixed Rate Group,
$60,713,327.56 to Adjustable Rate Group I and $13,229,415.44 to Adjustable Rate
Group II.

         PREFUNDING DISTRIBUTION DATE: Each of the Distribution Dates during the
Funding Period and the Distribution Date in the month following the end of the
Funding Period.

         PREPAYMENT ASSUMPTION: Means the prepayment assumptions described in
the Prospectus Supplement as having been used to generate the prepayment
scenarios therein described.

         PREPAYMENT CHARGE: As to a Mortgage Loan, any charge paid by a
Mortgagor in connection with certain partial prepayments and all prepayments in
full made within the related Prepayment Charge Period, the Prepayment Charges
with respect to each applicable Mortgage Loan so held by the Trust being
identified in a prepayment charge schedule (other than any Servicer Prepayment
Charge Payment Amount).

         PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan, the period of time,
if any, during which a Prepayment Charge may be imposed.

         PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Prepayment
Charges on the Mortgage Loans included in the Trust on such date, attached
hereto as Exhibit R (including the Prepayment Charge Summary attached thereto).
The Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:


                                      -27-
<PAGE>

         (i)      the Mortgage Loan identifying number;

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

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

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

         (v)      the term of the related Mortgage Loan;

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

         (vii)    a code indicating whether a Mortgage Loan has a prepayment
                  penalty;

         (viii)   a code indicating the type of prepayment penalty;

         (ix)     a code indicating the amount, if any, of a prepayment by a
                  Mortgagor that would not be subject to the prepayment penalty
                  that would otherwise apply; and

         (x)      the period from the date of origination of the Mortgage Loan
                  during which the prepayment penalty applies.

         PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date and any
Mortgage Loan Group, the amount, if any, by which the amount described in clause
(b) of the first sentence of the definition of Compensating Interest for such
Distribution Date exceeds the Monthly Servicing Fee (calculated with a Servicing
Fee Rate of 0.50% per annum) for such Mortgage Loan Group and the related
Collection Period.

         PRINCIPAL BALANCE: As to any Mortgage Loan and any day, the actual
outstanding principal amount thereof as of the close of business on the last day
of the preceding calendar month (or, if prior to the last day of the calendar
month in which the Cut-off Date occurs, as of the related Cut-off Date, without
duplication), less the following amounts, if any, received through the last day
of the preceding calendar month (i) any Principal Payments received in respect
of such Mortgage Loan, (ii) Net Liquidation Proceeds and Trust Insurance
Proceeds allocable to principal recovered or collected in respect of such
Mortgage Loan, (iii) the portion of the Purchase Price allocable to principal to
be remitted by the Seller or the Servicer to the Trustee on the next succeeding
Deposit Date in connection with a purchase or repurchase of such Mortgage Loan
pursuant to Section 2.03, 2.05, 3.01, 3.06 or 10.01, to the extent such amount
is actually received by the Trustee on such Deposit Date, (iv) the amount to be
remitted by the Seller to the Trustee on the next succeeding Deposit Date in
connection with a substitution of a Qualified Replacement Mortgage Loan for such
Mortgage Loan pursuant to Section 2.03 or 2.05, to the extent such amount is
actually received by the Trustee on such Deposit Date and (v) the



                                      -28-
<PAGE>

amount to be remitted by the Certificate Insurer to the Trustee on the next
succeeding Deposit Date in connection with a purchase of such Mortgage Loan
pursuant to Section 10.01.

         PRINCIPAL DISTRIBUTION AMOUNT: As to any Distribution Date and any
Certificate Group, the lesser of (a) the aggregate Certificate Principal
Balances of the related Certificate Group immediately preceding such
Distribution Date and (b) the Basic Principal Amount of the related Certificate
Group minus the related Overcollateralization Release Amount.

         PRINCIPAL PAYMENT: As to any Mortgage Loan and Collection Period, all
amounts received or, in the case of the principal portion of any Payment Ahead,
deemed to have been received by the Servicer from or on behalf of the related
Mortgagor during such Collection Period (including Principal Prepayments) that,
at the time of receipt or, in the case of any Payment Ahead, at the time such
Payment Ahead is deemed to have been received, were applied or were required to
be applied by the Servicer in reduction of the Principal Balance of such
Mortgage Loan.

         PRINCIPAL PREPAYMENT: As to any Mortgage Loan and Collection Period,
any payment by a Mortgagor or other recovery in respect of principal on a
Mortgage Loan (including Net Liquidation Proceeds) that, in the case of a
payment by a Mortgagor, is received in advance of its scheduled due date and is
not a Payment Ahead.

         PROPERTY PROTECTION EXPENSES: Expenses (exclusive of overhead expenses)
reasonably paid or incurred by or for the account of the Servicer in connection
with the preservation or protection of a Mortgaged Property or the security of a
Mortgaged Property, including (a) hazard insurance policy premiums, (b) real
estate taxes and property repair, replacement, protection and preservation
expenses, (c) amounts expended to cure or prevent any default with respect to
any mortgage loan senior to the related Mortgage Loan and (d) similar expenses
reasonably paid or incurred to preserve or protect the value of such Mortgaged
Property or security (including but not limited to reasonable legal fees and
expenses).

         PROSPECTUS: That certain Prospectus dated as of September 8, 2000
relating to the asset-backed bonds and certificates to be sold by the Company.

         PROSPECTUS SUPPLEMENT: That certain Prospectus Supplement dated as of
December 5, 2000 relating to $465,000,000 principal amount of Mortgage
Pass-Through Certificates, Series 2000-2.

         PURCHASE PRICE: With respect to (a) any Defective Mortgage Loan or (b)
any Mortgage Loan to be purchased by the Servicer pursuant to Section 3.01 or
Section 3.06, an amount equal to (i) the sum of (A) the outstanding principal
balance of such Mortgage Loan or Defective Mortgage Loan, as the case may be, as
of the beginning of the Collection Period next preceding the Deposit Date on
which such repurchase or purchase is required to occur, (B) interest computed at
the applicable Mortgage Loan Rate on such outstanding principal balance from the
date to which interest was last paid by the Mortgagor to the last day of the
Collection Period immediately preceding the Deposit Date on which such
repurchase or purchase occurs and (C)



                                      -29-
<PAGE>

any previously unreimbursed Servicing Advances made on or in respect of such
Defective Mortgage Loan or Mortgage Loan, as the case may be, less (ii) any
payments of principal and interest in respect of such Defective Mortgage Loan or
Mortgage Loan, as the case may be, made by or on behalf of the related Mortgagor
during such Collection Period; provided that the Purchase Price with respect to
any Restricted Mortgage Loan to be purchased by the Servicer pursuant to Section
3.06 will be the fair market value of the related Mortgaged Property as
described in such Section 3.06.

         QUALIFIED REPLACEMENT MORTGAGE LOAN: A Mortgage Loan that is
substituted for a Deleted Mortgage Loan pursuant to Section 2.03 or Section 2.05
that must, at the end of the Collection Period preceding the date of such
substitution, (i) have an outstanding principal balance (when taken together
with any other Qualified Replacement Mortgage Loan being substituted for such
Deleted Mortgage Loan), not in excess of and not substantially less than the
unpaid principal balance of the Deleted Mortgage Loan at the end of the
Collection Period preceding the date of substitution, (ii) if the Deleted
Mortgage Loan is an Adjustable Rate Mortgage Loan, have the Mortgage Loan Rate
computed on the same basis as the Mortgage Loan Rate on the related Mortgage
Loan, utilizing the same Index and having a Gross Margin or Minimum Rate not
less than (and not more than one percentage point in excess of) the Gross Margin
and Minimum Rate applicable to the Deleted Mortgage Loan and if the Deleted
Mortgage Loan is a Fixed Rate Mortgage Loan, have a Mortgage Loan Rate not less
than (and not more than one percentage point in excess of) the Mortgage Loan
Rate of the Deleted Mortgage Loan, (iii) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan, (iv) have a Combined Loan-to-Value Ratio equal to or lower than the
Combined Loan-to-Value Ratio of the Deleted Mortgage Loan, (v) satisfy the
criteria set forth from time to time in the definition "qualified replacement
mortgage" at Section 860G(a)(4) of the Code, (vi) have the same or a superior
lien priority as the Deleted Mortgage Loan, (vii) comply as of the date of
substitution with each representation and warranty set forth in Section 2.05,
(viii) have the same or better property type as the Deleted Mortgage Loan and
(ix) have the same or better occupancy status. In the event that one or more
mortgage loans are proposed to be substituted for one or more Deleted Mortgage
Loans, the foregoing tests may be met on a weighted average basis or other
aggregate basis (which, in the case of the Adjustable Rate Mortgage Loans, must
be acceptable to the Certificate Insurer), except that the requirements of
clauses (iv) through (viii) hereof must be satisfied as to each Qualified
Replacement Mortgage Loan.

         RATING AGENCIES: Standard & Poor's, Fitch and Moody's (each, a "Rating
Agency"). If either such agency or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical credit rating
agency, or other comparable Person, designated by the Servicer, notice of which
designation shall be given to the Trustee and that shall be acceptable to the
Certificate Insurer.

         REALIZED LOSS: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the Principal Balance of such Mortgage Loan and accrued
and unpaid interest thereon (determined as of the Determination Date immediately
prior to such Mortgage Loan becoming a Liquidated Mortgage Loan) exceeds the Net
Liquidation Proceeds, if any, in respect of such



                                      -30-
<PAGE>

Mortgage Loan, which amount shall in no event exceed the Principal Balance of
such Mortgage Loan (determined as of the Determination Date immediately prior to
such Mortgage Loan becoming a Liquidated Mortgage Loan).

         RECORD DATE: As to any Distribution Date, (a) for the Fixed Rate Group
Certificates the close of business on the last Business Day of the calendar
month immediately preceding such Distribution Date and (b) for the Adjustable
Rate Group I Certificates and Adjustable Rate Group II Certificates, the
Business Day immediately preceding such Distribution Date so long as such
Certificates remain in book-entry form and, otherwise, the last Business Day of
the calendar month immediately preceding such Distribution Date.

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

         RELIEF ACT SHORTFALL: As to any Distribution Date and any Mortgage Loan
Group, the amount of any reduction of interest collectible on any Mortgage Loan
in such Mortgage Loan Group for the related Collection Period due to the
application of the Relief Act.

         REMIC: A "real estate mortgage investment conduit" as defined in Code
Section 860D, and in particular, either of REMIC I or REMIC II as indicated by
context.

         REMIC POOL: With respect to REMIC I, the assets of the Trust other than
the Prefunding Account, Capitalized Interest Account, Supplemental Interest
Reserve Fund, Closing Date Deposit and REMIC I Regular Interests, and with
respect to REMIC II, the REMIC I Regular Interests, other than the Class P
Certificates.

         REMIC I INTERESTS: As defined in Section 9.16(b) and described in
Section 9.16.

         REMIC I REGULAR INTERESTS: As defined in Section 9.16(b) and described
in Section 9.16.

         REMIC PROVISIONS: Provisions of the federal income tax law relating to
REMICs that appear at Sections 860A through 860G of Part IV of Subchapter M of
Chapter 1 of Subtitle A of the Code, and related provisions, and U.S. Department
of the Treasury proposed, temporary or final regulations and rulings promulgated
thereunder, as the foregoing may be in effect from time to time.

         REO PROPERTY:  As defined in Section 5.02(a).

         REPRESENTATIVE:  Morgan Stanley & Co. Incorporated.

         RESPONSIBLE OFFICER: When used with respect to the Trustee, any Vice
President or Assistant Vice President, any Assistant Secretary, 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 to whom,
with respect to a particular matter, such matter is referred because of such
officer's knowledge of and familiarity with the particular subject. When used


                                      -31-
<PAGE>

with respect to the Seller or Servicer, the President or any Vice President,
Assistant Vice President or any Secretary or Assistant Secretary.

         RESTRICTED MORTGAGE LOAN: A Mortgage Loan that as of the Closing Date
was 90 or more days contractually delinquent. As of the date hereof, there are
no Restricted Mortgage Loans in any Mortgage Loan Group.

         RESTRICTED MORTGAGED PROPERTY: With respect to any Restricted Mortgage
Loan, the Mortgaged Property securing such Restricted Mortgage Loan.

         RETAINED CERTIFICATES: The Class C Certificates, the Class P
Certificates and the Class R Certificates.

         ROLLING DELINQUENCY PERCENTAGE: With respect to any Distribution Date,
the average of the Delinquency Percentages as of the last day of each of the
three (or one or two, in the case of the first and second Distribution Dates)
preceding calendar months.

         SECURITIES ACT:  The Securities Act of 1933, as amended.

         SELLER:  The Company.

         SENIOR LIEN: With respect to any Junior Mortgage Loan, any liens on the
related Mortgaged Property of higher priority.

         SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amounts payable by the
Servicer in respect of any waived Prepayment Charges pursuant to Section 3.22.

         SERVICER: Countrywide Home Loans, Inc., a New York corporation, or any
successor servicer appointed as provided pursuant to this Agreement.

         SERVICER CUMULATIVE LOSS EVENT: The Servicer Cumulative Loss Event will
have occurred with respect to a Distribution Date as follows: (i) for the 1st
through the 12th Distribution Dates, if the Loss Percentage for such
Distribution Date is more than 1.25%; (ii) for the 13th through the 24th
Distribution Dates, if the Loss Percentage for such Distribution Date is more
than 1.75%; (iii) for the 25th through the 36th Distribution Dates, if the Loss
Percentage for such Distribution Date is more than 2.75%; (iv) for the 37th
through the 48th Distribution Dates, if the Loss Percentage for such
Distribution Date is more than 3.50%; and (v) for the 49th Distribution Date and
any Distribution Date thereafter, if the Loss Percentage for such Distribution
Date is more than 4.50%.

         SERVICER ROLLING DELINQUENCY EVENT: The Servicer Rolling Delinquency
Event will have occurred with respect to a Distribution Date if the Rolling
Delinquency Percentage for such Distribution Date is more than 15%.


                                      -32-
<PAGE>

         SERVICER ROLLING LOSS EVENT: The Servicer Rolling Loss Event will have
occurred with respect to a Distribution Date, if the Annual Loss Percentage is
equal to or more than 1.50%.

         SERVICER REMITTANCE REPORT: The monthly report prepared by the Servicer
and delivered to the Trustee pursuant to Section 4.01.

         SERVICING ADVANCES: All reasonable and customary "out-of-pocket" costs
and expenses incurred in the performance by the Servicer of its servicing
obligation, including, but not limited to, the cost of (i) the preservation,
restoration and protection of the Mortgaged Property, including without
limitation advances in respect of real estate taxes and assessments and
insurance premiums on fire, hazard and, if applicable, flood insurance policies,
(ii) any enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property, (iv) compliance with the
obligations under Section 3.04 and (v) expenditures relating to the correction
of a default on any Senior Lien pursuant to Section 3.06 in connection with the
liquidation of a Mortgage Loan.

         SERVICING FEE RATE: With respect to any Mortgage Loan Group and each
Collection Period, 0.50% per annum.

         SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers annexed to an
Officer's Certificate furnished to the Trustee by the Servicer, as such list may
from time to time be amended.

         SPREAD SQUEEZE CONDITION: The Spread Squeeze Condition will be applied
with respect to Adjustable Rate Group I and Adjustable Rate Group II on an
aggregate basis, for Distribution Dates on or after January 2002, and will be
met with respect to a Distribution Date if the Spread Squeeze Percentage is less
than 2.00% for 13th through 24th Distribution Dates, 2.50% for the 25th through
36th Distribution Dates and 3.00% on and after the 37th Distribution Date. There
is no Spread Squeeze Condition with respect to the Fixed Rate Group.

         SPREAD SQUEEZE OVERCOLLATERALIZATION INCREASE AMOUNT: For any
Distribution Date, an amount determined as follows:

                  (a) if the Spread Squeeze Condition is met for such
         Distribution Date, the Spread Squeeze Overcollateralization Increase
         Amount for such Distribution Date shall be equal to the product
         obtained by multiplying (i) three, (ii) the excess, if any, of the
         percentage applicable to such Distribution Date set forth in the
         definition of "Spread Squeeze Condition" over the Spread Squeeze
         Percentage for such Distribution Date and (iii) the aggregate Principal
         Balance of the related Mortgage Loan Group as of the related
         Distribution Date; or

                  (b) if the Spread Squeeze Condition is not met but has
         occurred in the prior six months for such Distribution Date, the Spread
         Squeeze Overcollateralization Increase Amount for such Distribution
         Date shall be equal to (A) the Spread Squeeze


                                      -33-
<PAGE>

         Overcollateralization Increase Amount for the most recent Distribution
         Date for which the Spread Squeeze Condition was met minus (B) the
         product obtained by multiplying (i) one sixth of the amount determined
         under clause (A) above and (ii) the number of consecutive Distribution
         Dates through and including the current Distribution Date for which the
         Spread Squeeze Condition was not met.

         SPREAD SQUEEZE PERCENTAGE: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the product of 12
and the Monthly Excess Cashflow Amount for the related Mortgage Loan Group
exclusive of any related Realized Losses for such Distribution Date, and the
denominator of which is the aggregate Principal Balance of the related
Adjustable Rate Group and REO Properties as of such Distribution Date.

         STANDARD & POOR'S: Standard & Poor's Rating Service, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.

         STARTUP DAY: As defined in Section 9.16(f).

         STATEMENT TO CERTIFICATEHOLDERS:  As defined in Section 5.03.

         STEP DOWN CUMULATIVE LOSS TEST: The Step Down Cumulative Loss Test will
be met with respect to a Distribution Date as follows: (i) for the 31st through
the 42nd Distribution Dates, if the Loss Percentage for such Distribution Date
is 1.75% or less; (ii) for the 43rd through the 54th Distribution Dates, if the
Loss Percentage for such Distribution Date is 2.50% or less; (iii) for the 55th
through the 66th Distribution Dates, if the Loss Percentage for such
Distribution Date is 3.15% or less; and (iv) for any Distribution Date after the
66th Distribution Date, if the Loss Percentage for such Distribution Date is
3.50% or less.

         STEP DOWN ROLLING DELINQUENCY TEST: The Step Down Rolling Delinquency
Test will be met with respect to a Distribution Date if the Rolling Delinquency
Percentage for such Distribution Date is 10.50% or less.

         STEP DOWN ROLLING LOSS TEST: The Step Down Rolling Loss Test will be
met with respect to a Distribution Date if the Annual Loss Percentage is less
than 1.00%.

         STEP DOWN TRIGGER: For any Distribution Date after the 30th
Distribution Date, the Step Down Trigger will have occurred if each of the Step
Down Cumulative Loss Test, the Step Down Rolling Delinquency Test and the Step
Down Rolling Loss Test is met. In no event will the Step Down Trigger be deemed
to have occurred on or before the 30th Distribution Date.

         STEPPED DOWN REQUIRED OVERCOLLATERALIZED PERCENTAGE: (a) With respect
to the Fixed Rate Group and any Distribution Date for which the Step Down
Trigger has occurred, a percentage equal to (i) the percentage equivalent of a
fraction, the numerator of which is 3.00% of the sum of (a) the aggregate
Principal Balance of the Mortgage Loans in the Fixed Rate Group as of the
Cut-off Date and (b) the related allocated Prefunding Account Deposit and the


                                      -34-
<PAGE>

denominator of which is the aggregate Principal Balance of the Mortgage Loans
and REO Properties in the Fixed Rate Group as of such Distribution Date minus
(ii) the percentage equivalent of a fraction, the numerator of which is the
product of (A) the percentage calculated under clause (i) above minus 6.00%,
multiplied by (B) the number of consecutive Distribution Dates through and
including the Distribution Date for which the Stepped Down Required
Overcollateralized Percentage is being calculated, up to a maximum of six, for
which the Step Down Trigger has occurred, and the denominator of which is six.

             (b) With respect to Adjustable Rate Group I and Adjustable
Rate Group II and any Distribution Date for which the Step Down Trigger has
occurred, a percentage equal to (i) the percentage equivalent of a fraction, the
numerator of which is 4.25% of the sum of (a) the aggregate Principal Balance of
the Mortgage Loans in the related Adjustable Rate Group as of the Cut-off Date
and (b) the related allocated Prefunding Account Deposit and, the denominator of
which is the aggregate Principal Balance of the Mortgage Loans and REO
Properties in the related Adjustable Rate Group as of such Distribution Date,
minus (ii) the percentage equivalent of a fraction, the numerator of which is
the product of (A) the percentage calculated under clause (i) above minus 8.50%,
multiplied by (B) the number of consecutive Distribution Dates through and
including the Distribution Date for which the Stepped Down Required
Overcollateralized Percentage is being calculated, up to a maximum of six, for
which the Step Down Trigger has occurred, and the denominator of which is six.

         STEP UP CUMULATIVE LOSS TEST: The Step Up Cumulative Loss Test will be
met with respect to a Distribution Date as follows: (i) for the 1st through the
12th Distribution Dates, if the Loss Percentage for such Distribution Date is
more than 1.25%; (ii) for the 13th through the 24th Distribution Dates, if the
Loss Percentage for such Distribution Date is more than 1.50%; (iii) for the
25th through the 36th Distribution Dates, if the Loss Percentage for such
Distribution Date is more than 2.50%; (iv) for the 37th through the 48th
Distribution Dates, if the Loss Percentage for such Distribution Date is more
than 3.25%; and (v) for the 49th Distribution Date and any Distribution Date
thereafter, if the Loss Percentage for such Distribution Date is more than
4.00%.

         STEP UP ROLLING DELINQUENCY TEST: The Step Up Rolling Delinquency Test
will be met with respect to a Distribution Date if the Rolling Delinquency
Percentage for such Distribution Date is more than 12.25%.

         STEP UP ROLLING LOSS TEST: The Step Up Rolling Loss Test will be met
with respect to a Distribution Date, if the Annual Loss Percentage is equal to
or more than 1.25%.

         STEP UP SPREAD SQUEEZE TEST: The Step Up Spread Squeeze Test will be
met with respect to a Distribution Date if the Spread Squeeze Condition is met
for such Distribution Date or was met for any of the five preceding Distribution
Dates.

         STEP UP TRIGGER: For any Distribution Date, the Step Up Trigger will
have occurred if any one of the Step Up Cumulative Loss Test, the Step Up
Rolling Delinquency Test or the Step Up Rolling Loss Test is met, or the Trustee
is notified by the Certificate Insurer, upon which



                                      -35-
<PAGE>

notification the Trustee may conclusively rely, that PMI Downgrade or Claims
Denial Test is met.

         SUB-SERVICER: Any Person, including an Affiliate of the Servicer, with
whom the Servicer has entered into a Sub-Servicing Agreement and who satisfies
the requirements set forth in Section 3.15 hereof in respect of the
qualification of a Sub-Servicer. The Sub-Servicers with respect to any of the
Mortgage Loans as of the related Cut-off Date are listed on Schedule I attached
to this Agreement.

         SUB-SERVICING ACCOUNT: Any segregated account, which shall at all times
be an Eligible Account, established and maintained pursuant to Section 3.02(b)
and entitled "Bankers Trust Company of California, N.A., in trust for the
benefit of Holders of Aames Mortgage Trust 2000-2 Mortgage Pass-Through
Certificates, Series 2000-2, Collection Account". References herein to the
Collection Account shall include any Sub-Servicing Account as the context
requires.

         SUB-SERVICING AGREEMENT: A written contract between the Servicer and
any Sub-Servicer relating to the servicing and/or administration of certain
Mortgage Loans.

         SUBSEQUENT CUT-OFF DATE: With respect to any Subsequent Mortgage Loan,
the date specified as such in the related Subsequent Mortgage Loan Schedule.

         SUBSEQUENT CUT-OFF DATE PRINCIPAL BALANCE: As to any Subsequent
Mortgage Loan, the actual outstanding principal balance due thereunder from the
Mortgagor as specified in the related Addition Notice.

         SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold to the Trust pursuant to
Section 2.02 of this Agreement, which shall be listed on the Subsequent Mortgage
Loan Schedule attached to a Subsequent Transfer Agreement.

         SUBSEQUENT MORTGAGE LOAN SCHEDULE: As of any Subsequent Transfer Date,
the schedule of Subsequent Mortgage Loans separated by Mortgage Loan Group as of
the related Subsequent Cut-off Date being transferred to the Trust on such
Subsequent Transfer Date pursuant to a Subsequent Transfer Agreement. Each
Subsequent Mortgage Loan Schedule shall contain information regarding the
related Subsequent Mortgage Loans of the type included in the Mortgage Loan
Schedule attached hereto as Exhibit E.

         SUBSEQUENT PURCHASE PRICE: As of any Subsequent Transfer Date and with
respect to the Subsequent Mortgage Loans to be included in any Mortgage Loan
Group, an amount equal to 100% of the Principal Balances as of the Subsequent
Cut-off Date of such Subsequent Mortgage Loans listed in the related Subsequent
Transfer Agreement.

         SUBSEQUENT TRANSFER AGREEMENT: With respect to any Subsequent Mortgage
Loan, the agreement pursuant to which such Subsequent Mortgage Loan is
transferred to the Trust, in substantially the form attached hereto as Exhibit
C.


                                      -36-
<PAGE>

         SUBSEQUENT TRANSFER DATE: The date specified in each Subsequent
Transfer Agreement, but no later than January 31, 2001.

         SUPPLEMENTAL INTEREST AMOUNT: (A) With respect to the Class A-V1
Certificates on any Distribution Date, the sum of (i) the positive excess, if
any, of the amount of interest that would have accrued thereon during the
related Interest Period calculated at the lesser of (x) the Class A-V1 Formula
Pass-Through Rate and (y) 14%, over the amount of interest that did accrue
thereon at the Class A-V1 Pass-Through Rate and (ii) any related Supplemental
Interest Amount remaining unpaid from a prior Distribution Date (and in the case
of any related Supplemental Interest Amount remaining unpaid from a prior
Distribution Date, interest thereon calculated at the lesser of (x) the Class
A-V1 Formula Pass-Through Rate and (y) 14%, to the extent lawful) and (B) with
respect to the Class A-V2 Certificates on any Distribution Date, the sum of (i)
the positive excess, if any, of the amount of interest that would have accrued
thereon during the related Interest Period calculated at the lesser of (x) the
related Class A-V2 Formula Pass-Through Rate and (y) 14%, over the amount of
interest that did accrue thereon at the Class A-V2 Pass-Through Rate and (ii)
any related Supplemental Interest Amount remaining unpaid from a prior
Distribution Date (and, in the case of any related Supplemental Interest Amount
remaining unpaid from a prior Distribution Date, interest thereon calculated at
the lesser of (x) the related Class A-V2 Formula Pass-Through Rate and (y) 14%,
to the extent lawful). The Certificate Insurance Policy will not cover any
Supplemental Interest Amount.

         SUPPLEMENTAL INTEREST RESERVE FUND: The Supplemental Interest Reserve
Fund established and maintained as described in Section 3.21 and entitled
"Bankers Trust Company of California, N.A., as Trustee for Aames Mortgage Trust
2000-2, Mortgage Pass-Through Certificates, Series 2000-2," Supplemental
Interest Reserve Fund."

         TARGET DEFICIENCY: With respect to any Distribution Date and each
Certificate Group, the amount, if any, by which the related Targeted
Overcollateralization Amount exceeds the related Overcollateralization Amount on
such Distribution Date calculated, for this purpose only, after giving effect to
distributions in respect of the related Basic Principal Distribution Amount on
such Distribution Date but prior to any distributions in respect of the related
Extra Principal Distribution Amount on such Distribution Date.

         TARGETED OVERCOLLATERALIZATION AMOUNT: (a) With respect to the Fixed
Rate Group and any Distribution Date, an amount equal to 3.00% of the sum of (x)
the aggregate Principal Balance of the Mortgage Loans in the Fixed Rate Group as
of the Cut-off Date and (y) the related allocated Prefunding Account Deposit,
subject to the following: (i) if the Step Up Trigger has occurred and is
continuing, the Targeted Overcollateralization Amount for the Fixed Rate Group
for such Distribution Date will be an amount equal to 7.50% of the sum of (x)
the aggregate Principal Balance of the Mortgage Loans in the Fixed Rate Group as
of the Cut-Off Date and (y) the related allocated Prefunding Account Deposit,
plus 50% of the Principal Balance of the Mortgage Loans in the Fixed Rate Group
that are (A) more than 90 days delinquent as of the close of business of the
last Business Day of the calendar month preceding such Distribution Date or (B)
REO Properties and Mortgage Loans subject to foreclosure proceeding; provided
however, that if the Step Up Trigger has occurred because



                                      -37-
<PAGE>

condition (ii) of the definition of PMI Downgrade or Claims Denial Test is met
but the other conditions of the PMI Downgrade or Claims Denial Test, the Step Up
Cumulative Loss Test, the Step Up Rolling Delinquency Test and the Step Up
Rolling Loss Test are not met, the Targeted Overcollateralization Amount shall
equal the Targeted Overcollateralization Amount as if the Step Up Trigger has
not occurred increased by three (3) times the cumulative amounts of claims
denial by the PMI Insurer; or (ii) if the Step Up Trigger has not occurred and
is continuing but the Step Down Trigger has occurred, the Targeted
Overcollateralization Amount for the Fixed Rate Group for such Distribution Date
will be an amount equal to the greater of (a) .50% of the sum of (x) the
aggregate of the Principal Balances of the Mortgage Loans in the Fixed Rate
Group as of the Cut-Off Date and (y) the related allocated Prefunding Account
Deposit and (b) the lesser of (x) 6.00% of the aggregate Principal Balance of
the Mortgage Loans in the Fixed Rate Group as of the related Distribution Date
and (y) the Stepped Down Required Overcollateralized Percentage of the aggregate
Principal Balance of the Mortgage Loans in the Fixed Rate Group as of such
Distribution Date.

                  (b) With respect to either Adjustable Rate Group I and
Adjustable Rate Group II and any Distribution Date, an amount equal to 4.25% of
the sum of (x) the aggregate Principal Balance of the Mortgage Loans in the
related Adjustable Rate Group as of the Cut-off Date and (y) the related
allocated Prefunding Account Deposit, subject to the following: (i) if the Step
Up Trigger has occurred and is continuing, the Targeted Overcollateralization
Amount for such Adjustable Rate Group for such Distribution Date will be an
amount equal to 10.625% of the sum of (x) the aggregate Principal Balance of the
Mortgage Loans in the related Adjustable Rate Group as of the Cut-Off Date and
(y) the related allocated Prefunding Account Deposit, plus 50% of the Principal
Balance of the Mortgage Loans in the related Adjustable Rate Group that are (A)
more than 90 days delinquent as of the close of business of the last Business
Day of the calendar month preceding such Distribution Date or (B) REO Properties
and Mortgage Loans subject to foreclosure proceeding; provided however, that if
the Step Up Trigger has occurred because condition (ii) of the definition of PMI
Downgrade or Claims Denial Test is met but the other conditions of the PMI
Downgrade or Claims Denial Test, the Step Up Cumulative Loss Test, the Step Up
Rolling Delinquency Test and the Step Up Rolling Loss Test are not met, the
Targeted Overcollateralization Amount shall equal the Targeted
Overcollateralization Amount as if the Step Up Trigger has not occurred
increased by three (3) times the cumulative amounts of claims denial by the PMI
Insurer; (ii) if the Step Up Spread Squeeze Test is met or has occurred in the
prior six months, the Targeted Overcollateralization Amount for such
Distribution Date with respect to Adjustable Rate Group I and Adjustable Rate
Group II for such Distribution Date will be an amount equal to the sum of (A)
the related Targeted Overcollateralization Amount for such Distribution Date
determined as though the related Step Up Spread Squeeze Test were not met plus
(B) the related Spread Squeeze Overcollateralization Increase Amount or (iii) if
neither the Step Up Trigger has occurred and is continuing nor the Step Up
Spread Squeeze Test is met but the Step Down Trigger has occurred, the Targeted
Overcollateralization Amount for such Adjustable Rate Group for such
Distribution Date will be an amount equal to the greater of (a) .50% of the sum
of (x) the aggregate of the Principal Balances of the Mortgage Loans in such
Adjustable Rate Group as of the Cut-Off Date and (y) the related allocated
Prefunding Account Deposit and (b) the lesser of (x) 8.50% of the aggregate
Principal Balance of the Mortgage



                                      -38-
<PAGE>

Loans in such Adjustable Rate Group as of the related Distribution Date and (y)
the Stepped Down Required Overcollateralized Percentage of the aggregate
Principal Balance of the Mortgage Loans in such Adjustable Rate Group as of such
Distribution Date.

         The Certificate Insurer may, in its sole discretion, at the request of
the Seller, modify the Targeted Overcollateralization Amount above for the
purpose of reducing or eliminating, in whole or in part, the application of any
Step Up Trigger, and the Trustee and the Rating Agencies shall be notified in
writing of such modification prior to the related Distribution Date and such
modification shall not result in a downgrading of the then-current ratings of
the Certificates.

         TRANSFER AFFIDAVIT: The affidavit to be delivered by any transferee of
an interest in a Class R Certificate pursuant to Section 6.02(b), to be
substantially in the form attached hereto as Exhibit G.

         TRANSFEROR AFFIDAVIT: The affidavit to be delivered by any transferor
of an interest in a Class R Certificate pursuant to Section 6.02(b), to be
substantially in the form attached hereto as Exhibit K.

         TRANSITION COST: Any documented expenses reasonably incurred by Trustee
in connection with a transfer of servicing from the Servicer to a successor
servicer as successor servicer pursuant to Section 8.02, but not to exceed
$5,000 with respect to any single succession.

         TRUST: The trust created by this Agreement and the corpus thereof,
which consists of, to the extent described herein, the Mortgage Loans, such
assets as shall from time to time be identified or shall be required by this
Agreement to be deposited in the Collection Account, the Certificate Account,
the Policy Payments Account, the Prefunding Account or the Capitalized Interest
Account or invested in Permitted Investments in accordance with this Agreement,
all rights under any insurance policy covering a Mortgage Loan or the related
Mortgaged Property, including the PMI Policy, and property and any proceeds
thereof that secured a Mortgage Loan and that has been acquired by foreclosure,
deed in lieu of foreclosure or by a comparable conversion, and the Certificate
Insurance Policy.

         TRUST INSURANCE PROCEEDS: Insurance Proceeds that (a) are applied by
the Servicer to reduce the Principal Balance of the related Mortgage Loan or pay
interest due on the related Mortgage Loan and (b) not applied to the restoration
or repair of the related Mortgaged Property or released to the related Mortgagor
in accordance with the Servicer's normal servicing procedures or the terms of
the related Mortgage Loan.

         TRUST PARTIES:  As defined in Section 5.04.

         TRUSTEE: Bankers Trust Company of California, N.A., a national banking
association, and its successors in interest or any successor trustee appointed
as provided pursuant to this Agreement.


                                      -39-
<PAGE>

         TRUSTEE FEE: With respect to any Distribution Date and each Mortgage
Loan Group, 1/12 of the product of 0.0075% and the aggregate Principal Balance
of the Mortgage Loans in such Mortgage Loan Group as of the beginning of the
related Collection Period (or, in the case of the first Distribution Date, the
aggregate Principal Balance of the related Mortgage Loans as of the Cut-off
Date).

         VICE PRESIDENT: Any vice president, whether or not designated by a
number or a word or words added before or after the title "vice president".

         VOTING INTEREST: The portion of the voting interests of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Interests shall be allocated to the Class C
Certificates (such Voting Rights to be allocated among the Holders of
Certificates of such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Interests shall be allocated to the Class P
Certificates, (c) 1% of all Voting Interests shall be allocated to the Class R
Certificates in the aggregate, or if separate Class R-1 and Class R-2
Certificates are issued, 0.50% to each such Class (such Voting Interests to be
allocated among the Holders of Certificates of each such Class in accordance
with their respective Percentage Interests), and (d) the remaining Voting
Interests shall be allocated among Holders of the Classes of Offered
Certificates in proportion to the Certificate Principal Balances of their
respective Offered Certificates on such date. Each Certificateholder of a Class
will have a Voting Interest equal to the product of the Voting Interest to which
such Class is collectively entitled and the Percentage Interest in such Class
represented by such Holder's Certificates. With respect to any provision hereof
providing for action, consent or approval of each Class of Certificates or
specified Classes of Certificates, each Certificateholder of a Class will have a
Voting Interest in such Class equal to such Holder's Percentage Interest in such
Class.

         WEIGHTED AVERAGE COUPON CAP: With respect to any Distribution Date and
the Class A-V1 Certificates, the per annum rate equal to the lesser of (A) the
weighted average of the Pass-Through Rates of the Class LT-AV1 and Class LT-MV1
REMIC I Regular Interests, where, after the 12th Distribution Date, the
Pass-Through Rate of the Class LT-MV1 REMIC I Regular Interest is first reduced
by 0.50%, and (B) 14% and, with respect to any Distribution Date and the Class
A-V2 Certificates, the per annum rate equal to the lesser of (A) the weighted
average of the Pass-Through Rates of the Class LT-AV2 and Class LT-MV2 REMIC I
Regular Interests, where, after the 12th Distribution Date the Pass-Through Rate
of the Class LT-MV2 REMIC I Regular Interest is first reduced by 0.50%, and (B)
14%.

         Section 1.02 INTEREST CALCULATIONS. All calculations of interest at the
Mortgage Loan Rate that are made in respect of the Principal Balance of a
Mortgage Loan, shall be made on a daily basis using a 360-day year of twelve
30-day months.

         All calculations of interest on the Fixed Rate Group Certificates will
be computed on the basis of a 360-day year of twelve 30-day months and all
calculations of interest on the Class A-V1 and Class A-V2 Certificates will be
made on the basis of the actual number of days elapsed in the related Interest
Period and a year of 360 days.


                                      -40-
<PAGE>

         Section 1.03 DETERMINATION OF MATERIAL ADVERSE EFFECT. Whenever a
determination is to be made under this Agreement as to whether a given action,
course of conduct, event or set of facts or circumstances could or would have a
material adverse effect on the Trust or the Certificateholder (or any similar or
analogous determination), such determination shall be made without giving effect
to the insurance provided by the Certificate Insurance Policy.

                                   ARTICLE II
                             CONVEYANCE OF THE TRUST
                        ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01 CONVEYANCE OF THE TRUST. The Seller, concurrently with the
execution and delivery of this Agreement, does hereby irrevocably sell,
transfer, assign, set over and otherwise convey to the Trustee, in trust for the
benefit of the Certificateholders, without recourse (except as otherwise
explicitly provided for herein), all of its right, title and interest in and to
the Trust, including specifically, without limitation, the Mortgage Loans, the
Mortgages, the Mortgage Files and the Mortgage Notes, including all interest and
principal (whether in the form of payments by Mortgagors or other proceeds)
received or deemed to be received by the Seller on or with respect to the
Mortgage Loans on or after the related Cut-off Date net of amounts in respect of
interest accrued on the Mortgage Loans in periods prior to the related Cut-off
Date, (whether in the nature of amounts held by the Seller for application on
behalf of the related Mortgagor as a Monthly Mortgage Payment that is due on any
date on or after the related Cut-off Date or otherwise), and the Class P Deposit
together with all of its right, title and interest in and to the proceeds
received on or after the related Cut-off Date of any related insurance policies.
In addition, on or prior to the Closing Date the Seller shall (i) cause the
Certificate Insurance Policy and the PMI Policy to be delivered to the Trustee
and (ii) deposit the Closing Date Deposit in the Collection Account.

         In the event that, notwithstanding the intent of the parties hereto to
effect a sale and assignment of the Trust by the Seller to the Trustee, such
sale and assignment is deemed to constitute a pledge of security for a loan, it
is the intent of this Agreement that the Seller shall be deemed to have granted
to the Trustee for the benefit of the Certificateholders a first priority
perfected security interest in all of the Seller's right, title and interest in
and to the Mortgage Loans, the Mortgages, the Mortgage Files and the Mortgage
Notes, all payments of principal or interest on the Mortgage Loans received on
or after the related Cut-off Date net of amounts in respect of interest accrued
on the Mortgage Loans in periods prior to the related Cut-off Date, all other
payments (exclusive of assumption fees, late payment charges, charges for checks
returned for insufficient funds, if any, and extension and other administrative
charges other than Prepayment Charges) made in respect of such Mortgage Loans on
or after the related Cut-off Date and all proceeds of any thereof, including all
amounts on deposit in the Certificate Account, the Collection Account, the
Policy Payments Account, the Prefunding Account and the Capitalized Interest
Account and amounts invested in Permitted Investments (but excluding all
investment income with respect to the Prefunding Account and Capitalized
Interest Account), and that this Agreement shall constitute a security agreement
under applicable law. The Seller shall file financing statements and
continuation statements as necessary to maintain the perfection of such security
interest.


                                      -41-
<PAGE>

         The Company confirms to the Trustee that it has caused its computer
records relating to the Initial Mortgage Loans to indicate by a code that the
Initial Mortgage Loans have been sold to the Trustee on behalf of the Trust and
constitute part of the Trust in accordance with the terms of this Agreement. The
Company further confirms to the Trustee that it will cause its computer records
relating to each Subsequent Mortgage Loan to indicate by a code that such
Subsequent Mortgage Loan has been sold to the Trustee on behalf of the Trust and
that it constitutes part of the Trust in accordance with the terms of this
Agreement. The Company confirms that it will treat the conveyance transactions
contemplated hereby and in each Subsequent Transfer Agreement as sales in
accordance with generally accepted accounting principles and will reflect such
transactions as sales on its primary accounting records.

         In connection with each such sale and assignment, the Company, in its
capacity as Seller hereunder, does hereby deliver to, and deposit with, the
Trustee the originals of the following documents or instruments with respect to
each Mortgage Loan so assigned:

                  (a) The original Mortgage Note, with all intervening
         endorsements sufficient to show a complete chain of endorsement to the
         Seller, endorsed (which endorsement may be by manual or facsimile
         signature) by the Seller without recourse to the order of the Trustee
         in the following form: "Pay to the order of Bankers Trust Company of
         California, N.A., in trust for the benefit of holders of Aames Mortgage
         Trust 2000-2 Mortgage Pass-Through Certificates, Series 2000-2, without
         recourse";

                  (b) The original Mortgage with evidence of recording indicated
         thereon;

                  (c) The original assignment of the Mortgage executed by the
         Seller in recordable form;

                  (d) Originals of all assumption, modification and substitution
         agreements in those instances where the terms or provisions of a
         Mortgage or Mortgage Note have been modified or such Mortgage or
         Mortgage Note has been assumed;

                  (e) Originals of all intervening mortgage assignments with
         evidence of recording indicated thereon sufficient to show a complete
         chain of assignment from the originator of the Mortgage Loan to the
         Seller; and

                  (f) Original lender's title insurance policy issued on the
         date of the origination of such Mortgage Loan or a true copy thereof
         or, if such original lender's title insurance policy has been lost, a
         copy thereof certified by the appropriate title insurer to be true and
         complete or, if such lender's title insurance policy has not been
         issued as of the Closing Date, a marked up commitment (binder) to issue
         such policy.

         As promptly as practicable subsequent to the Closing Date, and in any
event, within 30 days thereafter, the Company, in its capacity as initial
Sub-Servicer shall (i) affix the Trustee's name to each assignment of Mortgage,
as the assignee thereof in the following form: "Bankers



                                      -42-
<PAGE>

Trust Company of California, N.A., in trust for the benefit of holders of Aames
Mortgage Trust 2000-2 Mortgage Pass-Through Certificates, Series 2000-2, without
recourse", (ii) cause such assignment to be in proper form for recording in the
appropriate public office for real property records, and (iii) cause to be
delivered for recording in the appropriate public office for real property
records the assignments of the Mortgages to the Trustee, except that, with
respect to any assignments of Mortgage as to which the Servicer has not received
the information required to prepare such assignment in recordable form, the
Servicer shall be obligated to prepare and to deliver such assignment for such
recording as soon as practicable after receipt of such information and in any
event within 30 days after receipt thereof (and in no event more than one year
after the Closing Date) and that the Servicer need not cause to be recorded any
assignment that relates to a Mortgage Loan in any jurisdiction under the laws of
which, as evidenced by an Opinion of Counsel delivered to the Trustee at
Seller's expense to the effect that the recordation of such assignment is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan; PROVIDED, HOWEVER, notwithstanding the delivery of any
legal opinions, each assignment of mortgage shall be recorded if the Certificate
Insurer reasonably determines based upon a change of any law (including case
law) or fact, including any fact referenced or assumed in any such Opinion of
Counsel, that it no longer is satisfied with the conclusion drawn in such
Opinion of Counsel, and delivers notice to such effect to the Seller and the
Seller does not promptly deliver to the Certificate Insurer a new Opinion of
Counsel reasonably satisfactory to the Certificate Insurer reaffirming each of
the opinions contained in the original Opinion of Counsel delivered at the
Closing Date in lieu of such recordation. All recording of assignments of
mortgages shall be at the expense of the Seller without any right of
reimbursement from the Trust. Notwithstanding anything herein to the contrary,
in the event that the Certificate Insurer, in its reasonable discretion,
determines that the laws of a particular jurisdiction require recordation of
assignments of Mortgage Loans in order to protect the interests of the Trust,
the Certificateholders and the Certificate Insurer in the Mortgage Loans, then
the Seller shall be required to record assignments of Mortgage Loans in such
jurisdiction.

         In addition, in connection with such sales and assignments, the
Company, in its capacity as Seller hereunder, does hereby deliver to, and
deposit with, the Trustee the Certificate Insurance Policy for the benefit of
the Certificateholders.

         If the Company cannot deliver the original Mortgage or any
intervening mortgage assignment with evidence of recording thereon
concurrently with the execution and delivery of this Agreement solely because
of a delay caused by the public recording office where such original Mortgage
or mortgage assignment has been delivered for recordation, the Company shall
deliver to the Trustee an Officer's Certificate, with a photocopy of such
Mortgage or mortgage assignment, as the case may be, attached thereto,
stating that such original Mortgage or mortgage assignment has been delivered
to the appropriate public recording official for recordation. The Company
shall promptly deliver to the Trustee such original Mortgage or intervening
mortgage assignment with evidence of recording indicated thereon upon receipt
thereof from the public recording official. If the Company within six months
from the Closing Date shall not have received such original Mortgage or
intervening mortgage assignment from the public recording official, it shall
obtain, and deliver to the Trustee within eight months from the Closing Date,
a copy of such original Mortgage or mortgage assignment certified by such
public recording

                                      -43-
<PAGE>

official to be a true and complete copy of such original Mortgage or mortgage
assignment as recorded by such public recording office.

         The costs relating to the delivery of the documents specified in this
Section shall be borne by the Seller.

         Section 2.02 CONVEYANCE OF THE SUBSEQUENT MORTGAGE LOANS; FIXED PRICE
CONTRACT. Subject to the conditions set forth in the paragraphs below, in
consideration of the Trustee's delivery on the Closing Date or related
Subsequent Transfer Dates to or upon the order of the Seller of the Subsequent
Purchase Price of the related Subsequent Mortgage Loans from amounts on deposit
in the Prefunding Account (or other amounts payable to the Seller if such
purchases of all Subsequent Mortgage Loans occur on the Closing Date) with
respect to the related Mortgage Loan Group, the Seller shall, from time to time,
on the Closing Date or any Subsequent Transfer Date, sell, transfer, assign, set
over and otherwise convey without recourse, to the Trustee, all right, title and
interest of the Seller in and to each Subsequent Mortgage Loan identified on the
Subsequent Mortgage Loan Schedule attached to the related Subsequent Transfer
Agreement delivered by the Seller on the Closing Date or such Subsequent
Transfer Date, including all of its right, title and interest in and to
principal and interest (whether in the form of payments by Mortgagors or other
proceeds) received or deemed to be received by the Seller on each such
Subsequent Mortgage Loan on and after the related Subsequent Cut-off Date, net
of amounts in respect of interest accrued on such Subsequent Mortgage Loans in
periods prior to the related Subsequent Cut-off Date (whether in the nature of
amounts held by the Seller for application on behalf of the related Mortgagor as
a Monthly Mortgage Payment that is due on any date on or after the related
Subsequent Cut-off Date or otherwise) plus all items with respect to such
Subsequent Mortgage Loan to be delivered pursuant to Section 2.01 and other
items in the related Mortgage File; PROVIDED, HOWEVER, that the Seller reserves
and retains all of its right, title and interest in and to principal (including
prepayments) and interest collected on each such Subsequent Mortgage Loan prior
to the related Subsequent Cut-off Date (except for amounts held by the Seller
for application on or after the related Subsequent Cut-off Date). The transfer
by the Seller of the Subsequent Mortgage Loans set forth on the Subsequent
Mortgage Loan Schedule to the Trustee shall be absolute and shall be intended by
the parties hereto to be treated as a sale by the Seller. On or before the last
day of the Funding Period, the Seller shall convey to the Trustee pursuant to
this Section 2.02 the lesser of: (i) all Mortgage Loans then in its possession
that satisfy the requirements of this Section 2.02 or (ii) the maximum principal
balance of Mortgage Loans as determined by Seller that satisfy the requirements
of this Section 2.02 whose aggregate Subsequent Purchase Price does not exceed
the Prefunding Account Deposit. Subsequent Mortgage Loans to be conveyed on a
given Subsequent Transfer Date must have an aggregate Subsequent Cut-off Date
Principal Balance of not less than $500,000; PROVIDED, HOWEVER, that the
Subsequent Mortgage Loans to be conveyed on the final Subsequent Transfer Date
may have an aggregate Subsequent Cut-off Date Principal Balance of less than
$500,000.

         In the event that, notwithstanding the intent of the parties hereto to
effect a sale and assignment of the Subsequent Mortgage Loans on the related
Subsequent Transfer Date by the Seller to the Trustee, such sale and assignment
will be deemed to constitute a pledge of security



                                      -44-
<PAGE>

for a loan, it is the intent of this Agreement that the Seller shall be deemed
to have granted to the Trustee for the benefit of the Certificateholders a first
priority perfected security interest in all of the Seller's right, title and
interest in and to the Subsequent Mortgage Loans, the Mortgages, the Mortgage
Files and the Mortgage Notes, all payments of principal and interest on the
Subsequent Mortgage Loans received on or after their respective Subsequent
Cut-off Dates, net of amounts in respect of interest accrued on such Subsequent
Mortgage Loans in periods prior to the related Subsequent Cut-off Date, all
other payments (provided that the parties to this Agreement acknowledge that the
Servicer is entitled to receive all assumption fees, late payment charges,
charges for checks returned for insufficient funds, if any, and extension and
other administrative charges other than Prepayment Charges) made in respect of
such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date,
and that this Agreement and the related Subsequent Transfer Agreement shall each
constitute a security agreement with respect to the related Subsequent Mortgage
Loans under applicable law. The Seller shall file financing statements and
continuation statements as necessary to maintain the perfection of such security
interest.

         The amount released to the Seller from the Prefunding Account on any
Subsequent Transfer Date (or from other amounts payable to the Seller on the
Closing Date) in connection with any conveyance of Subsequent Mortgage Loans to
be included in the Fixed Rate Group, Adjustable Rate Group I or Adjustable Rate
Group II shall be equal to the aggregate of the related Subsequent Purchase
Prices for such related Subsequent Mortgage Loans to be included in such related
Mortgage Loan Group, which related amounts, in the aggregate, shall not exceed
the allocated Prefunding Account Deposit for such related Mortgage Loan Group.
The amount so released to the Seller in connection with any conveyance of
Subsequent Mortgage Loans shall, for federal income tax purposes, be considered
cash contributed to REMIC I by the Seller and used by the Trustee to acquire the
related Subsequent Mortgage Loans pursuant to a fixed price contract established
pursuant to this Section 2.02.

         On the Closing Date or other related Subsequent Transfer Date, the
Seller shall transfer to the Trustee the Subsequent Mortgage Loans and the other
property and rights related thereto described in the first paragraph in this
section only upon the satisfaction of each of the following conditions on or
prior to the related Subsequent Transfer Date:

                  (a) the Seller shall provide the Trustee, the Servicer, the
         Representative, the Rating Agencies and the Certificate Insurer with an
         Addition Notice and shall provide any information reasonably requested
         by the Trustee, the Servicer, the Representative, the Rating Agencies
         or the Certificate Insurer with respect to the Subsequent Mortgage
         Loans;

                  (b) the Seller shall deliver to the Trustee, the Servicer, the
         Representative, the Certificate Insurer and the Rating Agencies a duly
         executed Subsequent Transfer Agreement and any other related
         documentation in the forms of the exhibits listed thereon;

                  (c) the Seller shall deposit in the Collection Account all
         collections in respect of the Subsequent Mortgage Loans received or
         deemed received by the Seller on or after



                                      -45-
<PAGE>

         the related Subsequent Cut-off Date (whether in the nature of
         amounts held by the Seller for later application on behalf of the
         related Mortgagor in respect of a Monthly Payment due on or after the
         related Subsequent Cut-off Date or otherwise) except for amounts in
         respect of interest accrued on such Subsequent Mortgage Loans prior
         to the related Cut-off Date;

                  (d) the Seller shall certify that, as of the Subsequent
         Transfer Date, the Seller was not insolvent, was not made insolvent by
         such transfer and is not aware of any pending insolvency;

                  (e) the Seller shall certify that such addition of Subsequent
         Mortgage Loans will not result in a material adverse tax consequence to
         the Trust or the Certificateholders; and

                  (f) the Funding Period shall not have expired.

         In addition, the Seller will provide the Certificate Insurer, the
Servicer, the Representative, the Rating Agencies and the Trustee with data
regarding all Subsequent Mortgage Loans to be transferred to the Trust on any
Subsequent Transfer Date prior to the related Subsequent Transfer Date. On or
prior to each Subsequent Transfer Date, the following conditions shall have been
satisfied with respect to all Subsequent Mortgage Loans to be transferred to the
Trust on any Subsequent Transfer Date:

                  (A) the Seller shall have confirmed to the Certificate
         Insurer, the Rating Agencies, the Representative and the Trustee, in
         the related Subsequent Transfer Agreement, the satisfaction of each
         condition precedent specified in this Section 2.02;

                  (B) the Seller shall have delivered to the Certificate
         Insurer, the Rating Agencies, the Representative and the Trustee
         Opinions of Counsel with respect to the transfer of all of the
         Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date
         substantially in the form of the Opinions of Counsel delivered to the
         Trustee and the Certificate Insurer on the Closing Date regarding
         bankruptcy, corporate and tax matters;

                  (C) the Trustee shall deliver to the Rating Agencies, the
         Certificate Insurer, the Representative and the Seller an Opinion of
         Counsel with respect to the enforceability of each of the Subsequent
         Transfer Agreements substantially in the form of the Opinion of Counsel
         delivered to the Seller and the Certificate Insurer on the Closing
         Date; and

                  (D) the Certificate Insurer and the Servicer shall deliver to
         the Seller, the Trustee, the Representative and the Rating Agencies a
         written notice confirming the Certificate Insurer's consent and
         approval to the addition of all Subsequent Mortgage Loans and the
         Servicer's acknowledgment to service all Subsequent Mortgage Loans
         purchased by the Trust on any Subsequent Transfer Date.

                                      -46-
<PAGE>

         On or prior to each Subsequent Transfer Date, the Seller shall provide
to the Trustee, the Servicer, the Representative and the Certificate Insurer a
schedule of mortgage loans that are expected to be Subsequent Mortgage Loans,
and Subsequent Mortgage Loans transferred to the Trust shall be taken only from
such schedule; PROVIDED, HOWEVER, if any such identified mortgage loans do not
satisfy the requirements of Subsequent Mortgage Loans as set forth in this
Section 2.02 or if any such mortgage loans are rejected as Subsequent Mortgage
Loans by the Certificate Insurer or the Servicer, mortgage loans acceptable to
the Certificate Insurer and the Servicer may be substituted for such defective
or rejected mortgage loans. The Seller shall certify that the Subsequent
Mortgage Loans will be transferred to the Trust in accordance with the foregoing
and that such Subsequent Mortgage Loans satisfy the requirements of Subsequent
Mortgage Loans as set forth in this Section 2.02 as of the Closing Date.

         Subject to Section 3.16, if all of the Subsequent Mortgage Loans are
transferred to the Trust on the Closing Date, then the remaining portion of the
Prefunding Account Deposit will be deposited into the Certificate Account and
held there, without investment thereof, until the first Distribution Date. On
such first Distribution Date, such amounts will be deemed to comprise a portion
of the Principal Distribution Amount and will be distributable to the
Certificateholders.

         Section 2.03 ACCEPTANCE BY THE TRUSTEE; REPURCHASE OR SUBSTITUTION OF
MORTGAGE LOANS. The Trustee acknowledges the sale and assignment to the Trust
and receipt by it of the original Mortgage Notes, Assignments and Mortgages
pursuant to this Agreement and the delivery to it of the Certificate Insurance
Policy and the PMI Policy, and subject to (i) the provisions of the penultimate
paragraph of Section 2.01, (ii) the review provided for in this Section of the
documents referred to in clauses (a) through (f) of Section 2.01 and (iii)
delivery of the Officer's Certificates pursuant to Section 2.01, declares that
it will hold the Trust in trust upon the terms herein set forth for the use and
benefit of all present and future Certificateholders. The Trustee agrees, for
the benefit of Certificateholders, to review each Mortgage File within 45 days
after the Closing Date (or, 45 days after the Subsequent Transfer Date, with
respect to the Subsequent Mortgage Loans) to determine whether the documents
described in Section 2.01(a)-(c), (e) and (f) have been executed and received,
and whether such documents relate to the Mortgage Loans identified in the
Mortgage Loan Schedule, or the Subsequent Mortgage Loan Schedule, as applicable,
and in so doing the Trustee may rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If within such 45-day period the Trustee finds any document
constituting a part of a Mortgage File not to have been executed or received or
to be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
or the Subsequent Mortgage Loan Schedule, as applicable, the Trustee shall
promptly notify the Seller of such findings and shall provide a copy of such
notice to the Certificate Insurer. The Seller shall have a period equal to the
lesser of (i) 60 days from the date of such notice and (ii) 90 days from the
Trustee's discovery of the defect to correct or cure any such defect.
Notwithstanding the second paragraph of Section 9.01, the Trustee shall be under
no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.


                                      -47-
<PAGE>

         If the Trustee has notified the Seller of a defect in a Mortgage File
that materially and adversely affects the value of the related Mortgage Loan or
the interests of the Certificateholders or the Certificate Insurer in the
related Mortgage Loan, and such defect remains uncured after such 60-day or
90-day period, the Seller shall, (i) in the case of a defect consisting solely
of the failure of the Company to deliver the original Mortgage or any
intervening mortgage assignment with evidence of recording thereon for reasons
set forth in Section 2.01, on the first Deposit Date occurring after the
expiration of eight months from the Closing Date, and (ii) in the case of all
other defects, on the Deposit Date occurring not later than 60 days after
receipt of notice of such defect from the Trustee and 90 days from the Trustee's
discovery of the defect, as the case may be, either (I) repurchase the related
Mortgage Loan (including any property acquired in respect thereof and any
insurance policy or current or future insurance proceeds with respect thereto)
from the Trust at a price equal to the Purchase Price, which shall be
accomplished by deposit of monies by the Seller in the Certificate Account on
such Deposit Date, or (II) substitute one or more Qualified Replacement Mortgage
Loans for the related Mortgage Loan.

         Upon receipt by the Trustee of an Officer's Certificate of the Servicer
to the effect that the Purchase Price for a Defective Mortgage Loan (other than
a Defective Mortgage Loan that is a Deleted Mortgage Loan) has been deposited in
the Certificate Account, and upon confirmation by the Trustee that such Purchase
Price has been received by it, the Trustee shall execute and deliver such
instrument of transfer or assignment presented to it by the Seller, in each case
without recourse, as shall be necessary to vest in the Seller legal and
beneficial ownership of such repurchased Defective Mortgage Loan (including any
property acquired in respect thereof or insurance policy or current or future
insurance proceeds with respect thereto).

         Payments received with respect to Qualified Replacement Mortgage Loans
in the Collection Period prior to the Deposit Date on which such substitution
occurs will not be part of the Trust and will be retained by the Seller. For the
Distribution Date following the Deposit Date on which such substitution occurs,
distributions to Certificateholders will reflect the payments received on such
Deleted Mortgage Loan in the related Collection Period representing amounts due
or accrued thereon prior to such Deposit Date, and the Seller shall thereafter
be entitled to retain all amounts subsequently received in respect of such
Deleted Mortgage Loan. In the case of a Qualified Replacement Mortgage Loan, the
Mortgage File relating thereto shall be delivered to the Trustee and the amount,
if any, by which the Principal Balance of the related Deleted Mortgage Loan as
of the related Deposit Date exceeds the Principal Balance of the Qualified
Replacement Mortgage Loan as of the first day of the related Collection Period
shall be remitted by the Seller to the Trustee for deposit in the Certificate
Account on the Deposit Date on which the substitution occurs. For purposes of
this Agreement, any such amount so deposited in the Certificate Account shall be
deemed a prepayment of the related Deleted Mortgage Loan received by the
Servicer as of the prior Determination Date. Upon receipt by the Trustee of an
Officer's Certificate of the Seller certifying that the Qualified Replacement
Mortgage Loan conforms to the requirements of this Agreement and (a) written
notification of such deposit signed by a Servicing Officer and (b) the new
Mortgage File (containing all of the documents referred to in clauses (a), (b),
(c), (d), (e) and (f) of Section 2.01), the Trustee shall release or cause to be
released to the Seller the Mortgage File related to the Deleted Mortgage Loan or
property and shall execute and deliver or cause to be executed and delivered
such instrument of



                                      -48-
<PAGE>

transfer or assignment presented to it by the Seller, without recourse, as shall
be necessary to vest in the Seller all of the legal and beneficial ownership of
such Deleted Mortgage Loan or property and the Trustee shall have no further
responsibility with respect to said Mortgage File. In addition, the Trustee
shall assign to the Seller any of the Trustee's rights under the PMI Policy in
respect of any such Deleted Mortgage Loan released to the Seller. It is
understood and agreed that the obligation of the Seller to substitute a
Qualified Replacement Mortgage Loan for or repurchase any Defective Mortgage
Loan (or any property acquired in respect thereof or insurance policy or current
or future insurance proceeds with respect thereto) shall constitute the sole
remedy against it respecting such defect available to the Certificateholders,
the Certificate Insurer, the PMI Insurer or the Trustee, and such obligation on
the part of the Seller shall survive any resignation or termination of the
Company as Servicer under this Agreement. Notwithstanding the foregoing, a
substitution by the Seller for a defect in a constituent document will not be
made unless the Trustee and the Certificate Insurer receive an Officer's
Certificate certifying that the Qualified Replacement Mortgage Loan conforms to
the requirements of this Agreement and an Opinion of Counsel that such
substitution will not be a "prohibited transaction" as defined in Section
860F(a)(2) of the Code. Any substitution must be effected not later than two
years after the Closing Date, or within such longer period of time as may be
permitted under the REMIC Provisions for substitution of mortgage loans.

         On or prior to the 90th day after the Closing Date (or the 90th day
after the applicable Subsequent Transfer Date with respect to the Subsequent
Mortgage Loans), the Trustee shall certify to the Certificate Insurer, the
Seller and the Servicer that it has received all of the documents referred to in
clauses (a) (b), (c), (e) and (f) of Section 2.01 and that all corrections or
curative actions required to be taken by the Seller within the 60-day or 90-day
period referred to in the first paragraph of this Section have been completed or
effected, or the related Mortgage Loans have been repurchased or substituted, in
accordance with the provisions of this Section or, if any deficiencies in the
Mortgage Files or other omissions of the Seller with respect to the Mortgage
Files are known to the Trustee at the time of such certification, the Trustee
shall make such certification only with respect to those Mortgage Loans as to
which no such defects or omissions are known, and shall qualify such
certification with respect to the remaining Mortgage Loans, identifying the
related defects or omissions. Thereafter, the Trustee shall provide the
Certificate Insurer, the Seller and the Servicer with monthly exception reports
indicating the status of any exceptions until all such exceptions have been
eliminated. Such monthly exception reports shall be distributed by the Trustee
on the related Distribution Date with the Statement to Certificateholders.

         Section 2.04 REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICER AND
THE SELLER. (a) The Company, as Seller, hereby represents and warrants to the
Trustee, the Servicer, the Certificate Insurer and the Certificateholders that,
as of the Closing Date:

                  (i) The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of
         California. The Company has the power and authority to execute and
         deliver this Agreement and to perform its obligations in accordance
         herewith; the execution, delivery and performance of this Agreement
         (including all instruments of transfer to be delivered pursuant to this
         Agreement) by the



                                      -49-
<PAGE>

         Company and the consummation of the transactions contemplated hereby
         have been duly and validly authorized by all necessary corporate
         action; this Agreement evidences the valid and binding obligation of
         the Company enforceable against the Company in accordance with its
         terms, subject to the effect of bankruptcy, insolvency, reorganization,
         moratorium and other similar laws relating to or affecting creditors'
         rights generally or the application of equitable principles in any
         proceeding, whether at law or in equity; and the consummation of the
         transactions contemplated hereby will not result in the breach of any
         terms or provisions of the articles of incorporation or by-laws of the
         Company 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 material agreement, indenture
         or loan or credit agreement or other material instrument to which the
         Company or its property is subject, or result in the violation of any
         law, rule, regulation, order, judgment or decree to which the Company
         or its property is subject.

                  (ii) All actions, approvals, consents, waivers, exemptions,
         variances, franchises, orders, permits authorizations, rights and
         licenses required to be taken, given or obtained, as the case may be,
         by or from any federal, state or other governmental authority or
         agency, that are necessary in connection with the execution and
         delivery by the Company of this Agreement, have been duly taken, given
         or obtained, as the case may be, are in full force and effect, are not
         subject to any pending proceedings or appeals (administrative, judicial
         or otherwise) and either the time within which any appeal therefrom may
         be taken or review thereof may be obtained has expired or no review
         thereof may be obtained or appeal therefrom taken, and are adequate to
         authorize the consummation of the transactions contemplated by this
         Agreement on the part of the Company and the performance by the Company
         of its obligations under this Agreement;

                  (iii) There is no action, suit, proceeding or investigation
         pending or, to the best of the Company's knowledge, threatened against
         the Company that, either in any one instance or in the aggregate, may
         result in any material adverse change in the business, operations,
         financial condition, properties or assets of the Company or in any
         material impairment of the right or ability of the Company to carry on
         its business substantially as now conducted, or in any material
         liability on the part of the Company or that would draw into question
         the validity of this Agreement or the Mortgage Loans or of any action
         taken or to be taken in connection with the obligations of the Company
         contemplated herein, or that would be likely to impair the ability of
         the Company to perform under the terms of this Agreement;

                  (iv) The Company is not in default with respect to any order
         or decree of any court or any order, regulation or demand of any
         federal, state, municipal or governmental agency, which default might
         have consequences that would materially and adversely affect the
         condition (financial or other) or operations of the Company or its
         properties or might have consequences that would adversely affect its
         performance hereunder;

                  (v) The transfer, assignment and conveyance of the Mortgage
         Loans by the Company, as Seller, pursuant to this Agreement are not
         subject to the bulk transfer laws



                                      -50-
<PAGE>

         or any similar statutory provisions in effect in any applicable
         jurisdiction and are not being transferred with the intent to hinder,
         delay or defraud any creditors; and

                  (vi) The collection practices used by the Company are in all
         material respects legal, proper, prudent and customary in the home
         equity mortgage loan servicing business.

(b) The Servicer hereby represents and warrants to the Trustee, the Seller, the
Certificate Insurer and the Certificateholders that, as of the Closing Date:

                  (i) The Servicer is a corporation licensed as a mortgage
         banker duly organized, validly existing and in good standing under the
         laws of the state of its incorporation and has, and had at all relevant
         times, full corporate power to service the Mortgage Loans, to own its
         property, to carry on its business as presently conducted and to enter
         into and perform its obligations under this Agreement. The Servicer has
         all necessary licenses and is qualified to transact business in and is
         in good standing under the laws of each state where a Mortgaged
         Property is located or is otherwise exempt under applicable law from
         such qualification or is otherwise not required under applicable law to
         effect such qualification and no demand for such qualification has been
         made upon the Servicer by any state having jurisdiction;

                  (ii) The execution and delivery of this Agreement by the
         Servicer and the performance by it of and compliance with the terms of
         this Agreement will not violate the Servicer's articles of
         incorporation or by-laws or constitute a default (or an event which,
         with notice or lapse of time or both, would constitute a default)
         under, or result in the breach or acceleration of, any material
         contract, agreement or other instrument to which the Servicer is a
         party or which may be applicable to the Servicer or any of its assets;

                  (iii) The Servicer has the full power and authority to enter
         into and consummate all transactions contemplated by this Agreement to
         be consummated by it, has duly authorized the execution, delivery and
         performance of this Agreement, and has duly executed and delivered this
         Agreement. This Agreement, assuming due authorization, execution and
         delivery by the other parties hereto, constitutes a valid, legal and
         binding obligation of the Servicer, enforceable against it in
         accordance with the terms hereof, except as such enforcement may be
         limited by bankruptcy, insolvency, reorganization, receivership,
         moratorium or other similar laws relating to or affecting the rights of
         creditors generally, and by general equity principles (regardless of
         whether such enforcement is considered in a proceeding in equity or at
         law);

                  (iv) The Servicer is not in violation of, and the execution
         and delivery of this Agreement by the Servicer and the performance by
         it and compliance with the terms of this Agreement will not constitute
         a violation with respect to, any order or decree of any court or any
         order or regulation of any federal, state, municipal or governmental
         agency having jurisdiction, which violation would materially and
         adversely affect the condition (financial or otherwise) or operations
         of the Servicer or any of its properties or materially and adversely
         affect the performance of any of its duties hereunder;


                                      -51-
<PAGE>

                  (v) There are no actions or proceedings against, or
         investigations of, the Servicer pending or, to the knowledge of the
         Servicer, threatened, before any court, administrative agency or other
         tribunal (A) that, if determined adversely, would prohibit its entering
         into this Agreement, (B) seeking to prevent the consummation of any of
         the transactions contemplated by this Agreement or (C) that, if
         determined adversely, would prohibit or materially and adversely affect
         the performance by the Servicer of any of its obligations under, or the
         validity or enforceability of, this Agreement;

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

                  (vii) No Officer's Certificate, statement, report or other
         document prepared by the Servicer and furnished or to be furnished by
         it pursuant to this Agreement or in connection with the transactions
         contemplated hereby contains any untrue statement of material fact;

                  (viii) The Servicer believes that the Servicing Fee Rate
         provides a reasonable level of base compensation to the Servicer for
         servicing the Mortgage Loans on the terms set forth herein;

                  (ix) The transactions contemplated by this Agreement are in
         the ordinary course of business of the Servicer; and

                  (x) Each Sub-Servicer engaged by the Servicer has obtained all
         licenses and approvals required under state or federal law to service
         the Mortgage Loans specified in the Sub-Servicing Agreement to which
         the Sub-Servicer is a party.

         (c) The representations and warranties set forth in this Section shall
survive the sale and assignment of the Mortgage Loans to the Trust and the
issuance, sale and delivery of the Certificates. Upon discovery of a breach of
any of the foregoing representations and warranties that materially and
adversely affects the value of such Mortgage Loans or the interests of the
Certificateholders or the Certificate Insurer in such Mortgage Loans, the party
discovering such breach shall give prompt written notice to the other parties
and the Certificate Insurer. Within 60 days of its discovery or its receipt of
notice of breach, the Company or the Servicer, as the case may be, shall cure
such breach in all material respects.

         Section 2.05 REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE
MORTGAGE LOANS. The Seller represents and warrants to the Trustee, the Servicer,
the Certificate Insurer and the Certificateholders as of the Closing Date and,
with respect to any Subsequent Mortgage Loan, as of the Subsequent Transfer Date
(in either case except as otherwise expressly stated) that, as to each Mortgage
Loan conveyed to the Trust by it:


                                      -52-
<PAGE>

                  (i) The information with respect to each Mortgage Loan set
         forth in the Mortgage Loan Schedule or Subsequent Mortgage Loan
         Schedule is true and correct as of the related Cut-off Date or related
         Subsequent Transfer Date;

                  (ii) All of the original or certified documentation set forth
         in Section 2.01 (including all material documents related thereto),
         with respect to each Mortgage Loan has been or will be delivered to the
         Trustee on the Closing Date or as otherwise provided in Section 2.01 or
         Section 2.02, as applicable;

                  (iii) Each related Mortgaged Property is improved by a one- to
         four-family residential dwelling owned by the related Mortgagor in fee
         simple that is permanently affixed to the land and constitutes real
         property under the laws of the state in which the Mortgaged Property is
         located but shall not include co-operatives or mobile homes;

                  (iv) Each Mortgage Loan is a "qualified mortgage" as defined
         in Section 860G(a)(3) of the Code and no such Mortgage Loan has a
         loan-to-value ratio (calculated in accordance with the REMIC
         Provisions) in excess of 125%; none of the Mortgage Loans are either
         "consumer credit contracts" or "purchase money loans" as such terms are
         defined in 16 C.F.R. Section 433; with respect to each Mortgage Loan
         that is a "mortgage" as such term is defined in 15 U.S.C. 1602(aa), no
         obligor has or will have a claim or defense under such Mortgage Loan;

                  (v) As of the Cut-off Date, no Initial Mortgage Loan included
         in the Fixed Rate Group has a Combined Loan-to-Value Ratio in excess of
         90% and no Initial Mortgage Loan included in Adjustable Rate Group I or
         Adjustable Rate Group II has a Loan-to-Value Ratio in excess of 95%;
         except that Mortgage Loans in the Fixed Rate Group representing not
         more than 2.00% of the Original Fixed Rate Group Balance have Combined
         Loan-to-Value Ratios between 90% and 100%, Mortgage Loans in Adjustable
         Rate Group I representing not more than 1.00% of the Original
         Adjustable Rate Group I Balance have Combined Loan-to-Value Ratios
         between 95% and 100% and Mortgage Loans in Adjustable Rate Group II
         representing not more than 1.00% of the Original Adjustable Rate Group
         II Balance have Combined Loan-to-Value Ratios between 95% and 100%;

                  (vi) Each Mortgage Loan was originated by the Seller, an
         Affiliate of the Seller or by an originator not affiliated with the
         Seller authorized to originate such Mortgage Loan and is being serviced
         by the Seller;

                  (vii) Each Initial Mortgage Loan included in the Fixed Rate
         Group as of the Cut-off Date bears a fixed Mortgage Loan Rate of at
         least 7.625% per annum, each Initial Mortgage Loan included in
         Adjustable Rate Group I as of the Cut-off Date is an Adjustable Rate
         Mortgage Loan that has a Minimum Rate of not less than 7.00% per annum
         and a Mortgage Loan Rate as of the Cut-off Date of not less than 7.75%
         per annum and each Initial Mortgage Loan included in Adjustable Rate
         Group II as of the Cut-off Date is an Adjustable Rate Mortgage Loan
         that has a Minimum Rate of not less



                                      -53-
<PAGE>

         than 7.00% per annum and a Mortgage Loan Rate as of the Cut-off Date of
         not less than 7.875% per annum; the terms of each Adjustable Rate
         Mortgage Loan require that adjustments in the related Mortgage Loan
         Rate be made employing the related Index measured as of a date not more
         than three months prior to the related adjustment date;

                  (viii) Each Mortgage Note provides for a schedule of
         substantially level and equal Monthly Mortgage Payments (subject, in
         the case of an Adjustable Rate Mortgage Loan, to periodic adjustments
         relating to changes in the Mortgage Loan Rate) that are sufficient to
         amortize fully the principal balance of such Mortgage Note on or before
         its maturity date, except that, Mortgage Notes with respect to Initial
         Mortgage Loans in the Fixed Rate Group representing not more than 1% of
         the initial Fixed Rate Group Balance, provide for level and equal
         Monthly Mortgage Payments that are sufficient to amortize fully the
         principal balances of such Notes over a period not exceeding 30 years,
         with "balloon" payments at stated maturity that are substantially in
         excess of the Monthly Mortgage Payments;

                  (ix) Each Mortgage is a valid and subsisting lien of record on
         the Mortgaged Property having the priority indicated on the Mortgage
         Loan Schedule, subject, in the case of any Junior Mortgage Loan, only
         to any Senior Lien or Senior Liens on such Mortgaged Property and
         subject in all cases to the exceptions to title set forth in the title
         insurance policy with respect to the related Mortgage Loan, which
         exceptions are generally acceptable to home equity mortgage lending
         institutions, and such other exceptions to which similar properties are
         commonly subject and that do not individually, or in the aggregate,
         materially and adversely affect the benefits of the security intended
         to be provided by such Mortgage;

                  (x) Immediately prior to the sale, transfer and assignment
         herein contemplated, the Seller held good and indefeasible title to,
         and was the sole owner of, each Mortgage Loan conveyed by the Seller
         subject to no liens, charges, mortgages, encumbrances or rights of
         others, except with respect to liens that will be released
         simultaneously with such transfer and assignment; and immediately upon
         the transfer and assignment herein contemplated, the Trustee will hold
         good and indefeasible title to, and be the sole owner of, each Mortgage
         Loan subject to no liens, charges, mortgages, encumbrances or rights of
         others;

                  (xi) The Mortgage Loan Rate for each Adjustable Rate Mortgage
         Loan will be adjustable on each related Adjustment Date and will equal
         the sum, rounded upward to the nearest three decimal places, of the
         Index plus the related Gross Margin, subject to any related Minimum
         Rates, Maximum Rates or any limitations or periodic adjustments, in
         each case as specified in the related Mortgage Loan Schedule. No
         Mortgage Loans in any Mortgage Loan Group are subject to negative
         amortization;

                  (xii) With respect to any Adjustable Rate Mortgage Loan, no
         mortgage document in the Mortgage File contains any provision
         permitting or requiring conversion



                                      -54-
<PAGE>

         of the Mortgage Loan to a fixed interest rate nor is the Mortgage Loan
         Rate conditioned upon Mortgagor maintaining accounts with Seller;

                  (xiii) As of the Closing Date or Subsequent Cut-off Date, as
         appropriate (a) no Mortgage Loan had two or more Monthly Mortgage
         Payments past due and (b) not more than 1.00% of the Initial Mortgage
         Loans (by Original Pool Balance) had one or more Monthly Mortgage
         Payments past due;

                  (xiv) As of the related Cut-off Date or Subsequent Cut-off
         Date, as appropriate, there is no delinquent tax or assessment lien on
         any Mortgaged Property, and, to the best knowledge of the Seller, each
         Mortgaged Property is free of damage and is in good repair and is not
         affected by hazardous or toxic wastes or substances;

                  (xv) There is no offset, right of rescission, counterclaim or
         defense, including the defense of usury, with respect to any Mortgage
         Note or Mortgage, nor will the operation of any of the terms of the
         Mortgage Note or the Mortgage, or the exercise of any right thereunder,
         render either the Mortgage Note or the Mortgage unenforceable in whole
         or in part, or subject to any right to rescission, set-off,
         counterclaim or defense, including the defense of usury, and no such
         right of rescission, set-off, counterclaim or defense has been asserted
         with respect thereto;

                  (xvi) As of the related Cut-off Date or Subsequent Cut-off
         Date, as appropriate, there is no mechanic's lien or claim for work,
         labor or material affecting any Mortgaged Property that is or may be a
         lien prior to, or equal to or on a parity with, the lien of the related
         Mortgage except those that are insured against by any title insurance
         policy referred to in paragraph (xvii) below;

                  (xvii) To the best of the Seller's knowledge, each Mortgage
         Loan at the time it was made complied in all material respects with
         applicable local, state and federal laws and regulations, including,
         without limitation, the federal Truth-in-Lending Act and other consumer
         protection laws, real estate settlement procedure, usury, equal credit
         opportunity, disclosure and recording laws;

                  (xviii) With respect to each Mortgage Loan, a lender's title
         insurance policy (issued in standard form by a title insurance company
         authorized to transact business in the state where the related
         Mortgaged Property is located), in an amount at least equal to the
         Original Principal Amount of such Mortgage Loan insuring the
         mortgagee's interest under the related Mortgage Loan as the holder of a
         valid lien of record on the real property described in the related
         Mortgage (subject only to exceptions of the character referred to in
         paragraph (viii) above), was effective on the date of the origination
         of such Mortgage Loan, and, as of the Closing Date, such policy is in
         full force and effect and thereafter such policy shall continue in full
         force and effect and shall inure to the benefit of the
         Certificateholders upon consummation of the transactions contemplated
         by this Agreement;

                                      -55-
<PAGE>

                  (xix) As of the related Cut-off Date or Subsequent Cut-off
         Date, as appropriate, either (a) the improvements upon each Mortgaged
         Property are covered by a valid and existing hazard insurance policy
         (which may be a blanket policy) with a generally acceptable carrier
         that provides for fire and extended coverage representing coverage not
         less than the least of (a) the outstanding principal balance of the
         related Mortgage Loan (together, in the case of a Junior Mortgage Loan,
         with the outstanding principal balance of the Senior Lien), (b) the
         minimum amount required to compensate for damage or loss on a
         replacement cost basis or (c) the full insurable value of the Mortgaged
         Property or (b) in the case of a Junior Mortgage Loan, a policy has
         been issued by a generally acceptable carrier that will cover the full
         Principal Balance of such Junior Mortgage Loan in the event of a loss
         covered by a hazard typically insured against by the type of policy
         referred to in clause (xviii)(a);

                  (xx) If any Mortgaged Property is in an area identified in the
         Federal Register by FEMA as having special flood hazards, a flood
         insurance policy in a form meeting the requirements of the current
         guidelines of the Federal Insurance Administration, if obtainable with
         respect to such Mortgaged Property, is in effect with respect to such
         Mortgaged Property with a generally acceptable carrier in an amount
         representing coverage not less than the least of (A) the outstanding
         principal balance of the related Mortgage Loan (together, in the case
         of a Junior Mortgage Loan, with the outstanding principal balance of
         the Senior Lien), (B) the minimum amount required to compensate for
         damage or loss on a replacement cost basis or (C) the maximum amount of
         insurance that is available under the Flood Disaster Protection Act of
         1973;

                  (xxi) Each Mortgage and Mortgage Note is the legal, valid and
         binding obligation of the maker thereof and is enforceable in
         accordance with its terms, except only as such enforcement may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and by general principles of equity (whether considered in a proceeding
         or action in equity or at law), and all parties to each Mortgage Loan
         had full legal capacity to execute all documents relating to such
         Mortgage Loan and convey the estate therein purported to be conveyed;
         with respect to each Mortgage Loan, only one original Mortgage Note
         exists;

                  (xxii) The Seller has caused and will cause to be performed
         any and all acts required to be performed to preserve the rights and
         remedies of the Trustee in any insurance policies applicable to each
         Mortgage Loan, including any necessary notifications of insurers,
         assignments of policies or interests therein, and establishment of
         co-insured, joint loss payee and mortgagee rights in favor of the
         Trustee;

                  (xxiii) As of the Cut-off Date, Initial Mortgage Loans
         representing no more than 1% of the Original Fixed Rate Group Balance,
         Initial Mortgage Loans representing no more than 1% of the Original
         Adjustable Rate Group I Balance and Initial Mortgage Loans representing
         no more than 1% of the Original Adjustable Rate Group II Balance,
         respectively, are secured by Mortgaged Properties located within any
         single zip code area;

                                      -56-
<PAGE>

                  (xxiv) Each original Mortgage has been recorded or is in the
         process of being recorded, and all subsequent assignments of the
         original Mortgage (other than the assignment from the Seller to the
         Trustee and any assignment to the Seller or an affiliate thereof) have
         been recorded in the appropriate jurisdictions as to which no Opinion
         of Counsel was delivered pursuant to Section 2.01 or 2.02, as
         applicable, or such Mortgages and assignments are in the process of
         being recorded);

                  (xxv) The terms of each Mortgage Note and each Mortgage have
         not been impaired, altered or modified in any respect, except by a
         written instrument that has been recorded, if necessary, to protect the
         interest of the Certificateholders and the Certificate Insurer and that
         has been delivered to the Trustee. The substance of any such alteration
         or modification is reflected on the Mortgage Loan Schedule and has been
         approved by the primary mortgage guaranty insurer, if any;

                  (xxvi) The proceeds of each Mortgage Loan have been fully
         disbursed, and there is no obligation on the part of the mortgagee to
         make future advances thereunder. Any and all requirements as to
         completion of any on-site or off-site improvements and as to
         disbursements of any escrow funds therefor either have been complied
         with or are not yet required to be complied with but will be complied
         with as and when required. All costs, fees and expenses incurred in
         making or closing or recording such Mortgage Loans were paid;

                  (xxvii) No Mortgage Note is or has been secured by any
         collateral, pledged account or other security other than the lien of
         the corresponding Mortgage;

                  (xxviii) No Mortgage Loan was originated under a buydown plan;

                  (xxix) No Mortgage Loan has a shared appreciation feature or
         other contingent interest feature;

                  (xxx) Each Mortgaged Property consists of one or more
         contiguous parcels of real property with a residential dwelling erected
         thereon;

                  (xxxi) Each Mortgage Loan contains a provision for the
         acceleration of the payment of the unpaid principal balance of such
         Mortgage Loan in the event the related Mortgaged Property is sold
         without the prior consent of the mortgagee thereunder;

                  (xxxii) Any advances made to the Mortgagor after the date of
         origination of a Mortgage Loan but prior to the related Cut-off Date or
         Subsequent Cut-off Date, as appropriate, have been consolidated with
         the outstanding principal amount secured by the related Mortgage, and
         the secured principal amount, as consolidated, bears a single interest
         rate and single repayment term reflected on the Mortgage Loan Schedule.
         The consolidated principal amount as of the related Cut-off Date or
         Subsequent Cut-off Date, as appropriate, does not exceed the original
         principal amount of the related Mortgage

                                      -57-
<PAGE>

         Loan and is reflected as the current principal amount of such Mortgage
         Loan on the Mortgage Loan Schedule;

                  (xxxiii) To the best knowledge of the Seller, there is no
         proceeding pending or threatened for the total or partial condemnation
         of any Mortgaged Property, nor is such a proceeding currently
         occurring;

                  (xxxiv) To the best knowledge of the Seller, all of the
         improvements that were included for the purposes of determining the
         Appraised Value of any Mortgaged Property lie wholly within the
         boundaries and building restriction lines of such Mortgaged Property,
         and no improvements on adjoining properties encroach upon such
         Mortgaged Property except those that are identified in the related
         title insurance policy and affirmatively insured;

                  (xxxv) To the best knowledge of the Seller, no improvement
         located on or being part of any Mortgaged Property is in violation of
         any applicable zoning law or regulation, all inspections, licenses and
         certificates required to be made or issued with respect to all occupied
         portions of each Mortgaged Property and, with respect to the use and
         occupancy of the same, including but not limited to certificates of
         occupancy and fire underwriting certificates, have been made or
         obtained from the appropriate authorities and such Mortgaged Property
         is lawfully occupied under applicable law;

                  (xxxvi) With respect to each Mortgage that is a deed of trust,
         a trustee, duly qualified under applicable law to serve as such, has
         been properly designated and currently so serves and is named in such
         Mortgage, and no fees or expenses are or will become payable by the
         Certificateholders or the Trust to any trustee under any deed of trust,
         except in connection with a trustee's sale after default by the related
         Mortgagor;

                  (xxxvii) With respect to each Junior Mortgage Loan, either (A)
         no consent for such Mortgage Loan was required by the holder of the
         related Senior Lien prior to the making of such Mortgage Loan or (B)
         such consent has been obtained and is contained in the related Mortgage
         File;

                  (xxxviii) Each Mortgage contains customary and enforceable
         provisions that render the rights and remedies of the holder thereof
         adequate for the realization against the related Mortgaged Property of
         the benefits of the security, including by trustee's sale and by
         judicial foreclosure and there is no homestead or other exemption
         available to the related Mortgagor that would materially interfere with
         the right to sell the related Mortgaged Property at a trustee's sale or
         the right to foreclose upon the related Mortgaged Property;

                  (xxxix) There is no default, breach, violation or event of
         acceleration existing under any Mortgage or the related Note and no
         event that, with the passage of time or with notice and the expiration
         of any grace or cure period, would constitute a default,

                                      -58-
<PAGE>

         breach, violation or event of acceleration; and the Seller has not
         waived any default, breach violation or event of acceleration;

                  (xl) No instrument of release or waiver has been executed in
         connection with any Mortgage Loan, and no Mortgagor has been released,
         in whole or in part, except in connection with an assumption agreement
         that has been approved by the primary mortgage guaranty insurer, if
         any, and the Certificate Insurer, and that has been delivered to the
         Trustee;

                  (xli) The maturity date of each Junior Mortgage Loan is at
         least 12 months prior to the maturity date of the related Senior Lien
         if such Senior Lien provides for a balloon payment;

                  (xlii) As of the Cut-off Date, at least 92% of the Initial
         Mortgage Loans in the Fixed Rate Group (by Original Fixed Rate Group
         Balance), at least 95% of the Initial Mortgage Loans in Adjustable Rate
         Group I (by Original Adjustable Rate Group I Balance) and at least 97%
         of the Initial Mortgage Loans in Adjustable Rate Group II (by Original
         Adjustable Rate Group II Balance) are secured by Mortgaged Properties
         that are maintained by the related Mortgagors as primary residences;

                  (xliii) There are no defaults (other than delinquencies) in
         complying with the terms of the Mortgage, and all taxes, governmental
         assessments, insurance premiums, water, sewer and municipal charges,
         leasehold payments or ground rents that previously became due and owing
         have been paid, or an escrow of funds has been established in an amount
         sufficient to pay for every such item that remains unpaid; the Seller
         has not advanced funds, or induced, solicited or knowingly received any
         advance of funds by a party other than the Mortgagor, directly or
         indirectly, for the payment of any amount required by the Mortgage,
         other than interest accruing from the date of the Mortgage Note or date
         of disbursement of the Mortgage proceeds, whichever is greater, to the
         date that precedes by one month the due date of the first installment
         of principal and interest;

                  (xliv) To the best of the Seller's knowledge, all parties that
         have had any interest in the Mortgage Loan, whether as mortgagee,
         assignee, pledgee or otherwise during the period in which they held and
         disposed of such interest, were and either are now or, in the case of
         subclause (1) of this clause, will be within 30 days of the Closing
         Date or Subsequent Cut-off Date, as appropriate, (1) in compliance with
         any and all applicable licensing requirements of the laws of the state
         wherein the Mortgaged Property is located, and (2) (A) organized under
         the laws of such state, or (B) qualified to do business in such state,
         or (C) federal savings and loan associations or national banks having
         principal offices in such state, or (D) not doing business in such
         state so as to require qualification or licensing;

                  (xlv) No Mortgage Loan was selected by the Seller for
         inclusion in the Trust on any basis intended to adversely affect the
         Trust;

                                      -59-
<PAGE>

                  (xlvi) A full appraisal of each Mortgaged Property was
         performed in connection with the origination of the related Mortgage
         Loan, and such appraisal is the appraisal referred to in determining
         the Appraised Value of such Mortgaged Property;

                  (xlvii) With respect to each Junior Mortgage Loan, the related
         Senior Lien requires equal monthly payments or, if such Senior Lien
         bears an adjustable interest rate, the monthly payments for such Senior
         Lien may be adjusted no more frequently than monthly;

                  (xlviii) With respect to any Junior Mortgage Loan with a
         related Senior Lien that provides for negative amortization or an
         open-end feature that permits additional borrowings, the balance of
         such Senior Lien reflected on the Mortgage Loan Schedule and used to
         calculate the Combined Loan-to-Value Ratio for such Junior Mortgage
         Loan is based on the maximum amount of negative amortization, deferred
         interest or maximum amount of borrowings permitted under such Senior
         Lien;

                  (xlix) The Company has not required the Mortgagor to sign a
         letter in connection with the origination of any Mortgage Loan in which
         such Mortgagor indicates its inability to repay such Mortgage Loan in
         accordance with the terms of the related Mortgage Note;

                  (l) Each Adjustable Rate Mortgage Loan that (i) has a first
         Adjustment Date within six months of its origination date was
         underwritten or re-underwritten as though such Mortgage Loan would bear
         a rate of interest equal to related Index plus the related Gross Margin
         and (ii) has a first Adjustment Date more than six months after its
         origination date was underwritten or re-underwritten as though such
         Mortgage Loan would bear a rate of interest equal to its specified
         initial interest rate;

                  (li) As of the related Cut-off Date or Subsequent Cut-off
         Date, as appropriate, no Mortgage Loan in any Mortgage Loan Group was
         secured by more than one Mortgaged Property;

                  (lii) With respect to each Adjustable Rate Mortgage Loan, all
         of the terms of the Mortgage pertaining to interest rate adjustments,
         payment adjustments and adjustments of the outstanding principal
         balance are enforceable; such adjustments will not affect the priority
         of the Mortgage lien and all of the adjustments have been properly
         calculated, recorded, reported and applied in accordance with the
         Mortgage and applicable law;

                  (liii) All insurance policies, other than any primary mortgage
         insurance policies purchased by the Seller or Servicer or any of its
         affiliates, are the valid and binding obligation of the insurer and
         contain a standard mortgagee clause naming the originator, its
         successors and assigns, as mortgagee. Such insurance policies require
         prior notice to the insured of termination or cancellation and no such
         notice has been received, each Mortgage obligates the Mortgagor
         thereunder to maintain all such insurance at the Mortgagor's cost and
         expense, and upon the Mortgagor's failure to do so, authorizes the

                                      -60-
<PAGE>


         holder of the Mortgage to obtain and maintain such insurance at the
         Mortgagor's cost and expense and to seek reimbursement therefor from
         the Mortgagor;

                  (liv) None of the Mortgage Loans is subject to a plan of
         bankruptcy and no Mortgagor has sought protection or relief under any
         state or federal bankruptcy or insolvency law during the term of the
         related Mortgage;

                  (lv) At least 98.00% of the Initial Mortgage Loans in the
         Fixed Rate Group (by Original Fixed Rate Group Balance), at least
         98.00% of the Initial Mortgage Loans in Adjustable Rate Group I (by
         Original Adjustable Rate Group I Balance) and at least 98.00% of the
         Initial Mortgage Loans in Adjustable Rate Group II (by Original
         Adjustable Rate Group II Balance) have Monthly Mortgage Payments due
         during the first Collection Period during which such Mortgage Loan is
         included in the Trust;

                  (lvi) All Mortgage Loans were underwritten or re-underwritten
         in accordance with the underwriting guidelines of the Company;

                  (lvii) To the knowledge of the Seller, no misrepresentation,
         negligence, fraud or similar occurrence with respect to a Mortgage Loan
         has taken place on the part of the Mortgagor, any appraiser, any
         builder or developer, or any other party having statutory or common law
         liabilities with respect to the origination of the Mortgage Loan or in
         any related application for insurance in relation to such Mortgage
         Loan;

                  (lviii) To the knowledge of the Seller, certain Mortgage Loans
         are secured by Mortgaged Properties upon which are affixed manufactured
         housing or modular homes, provided that it is the intent and agreement
         of the parties hereto that this representation shall be deemed breached
         if any Mortgage Loan is determined to be secured by a Mortgaged
         Property upon which is affixed manufactured housing or a modular home
         and such Mortgage Loan is subject to a foreclosure which results in a
         Realized Loss;

                  (lix) There was no fraud involved in the origination of any
         Mortgage Loans by the mortgagee or the Mortgagor, any appraiser or any
         other party involved in the origination of the Mortgage Loans;

                  (lx) No Mortgage Loan is 60 days or more contractually
         delinquent as of the Cut-off Date and no Subsequent Mortgage Loan will
         be 60 days or more contractually delinquent as of its Subsequent
         Transfer Date (and accordingly there are no Restricted Mortgage Loans
         required to be listed in Schedule II);

                  (lxi) All requirements for the valid transfer of each PMI
         Policy, including any assignments or notices required in each PMI
         Policy, have been satisfied;

                  (lxii) As of the Closing Date with respect to each Mortgage
         Loan that is subject to a PMI Policy, the Seller has not taken any
         action, or omitted to take any action, and

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<PAGE>

         there are no circumstances that would cause the PMI Insurer to deny a
         claim with respect to such Mortgage;

                  (lxiii) As of the Cut-off Date, not more than 69.00% of the
         Initial Mortgage Loans included in the Fixed Rate Group are "cash-out
         refinance" Mortgage Loans (as such term is described under the
         Company's underwriting guidelines), not more than 45.00% of the Initial
         Mortgage Loans included in Adjustable Rate Group I are "cash-out
         refinance" Mortgage Loans and not more than 65.00% of the Initial
         Mortgage Loans included in Adjustable Rate Group II are "cash-out
         refinance" Mortgage Loans;

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

                  (lxv) The Servicer will not waive any Prepayment Charge unless
         it is waived in accordance with the standard set forth in Section 3.22;
         and

                  (lxvi) On the Closing Date, as measured by the Cut-off Date
         aggregate Principal Balance, 86.00% of the Mortgage Loans having
         Loan-to-Value Ratios exceeding 80% are covered by the PMI Policy.

                  (lxvii) As of the Cut-off Date, not more than 4.00% of the
         Initial Mortgage Loans in the Fixed Rate Group, none of the Initial
         Mortgage Loans in Adjustable Rate Group I and not more than 24.00% of
         the Initial Mortgage Loans in Adjustable Rate Group II were subject to
         the Home Ownership and Equity Protection Act of 1994 ("HOEPA") or any
         comparable state law. The Seller has procedures in place to ensure
         compliance with the requirements of HOEPA and any comparable state law
         and the Initial Mortgage Loans were originated in compliance with such
         procedures and requirements.

                  (lxviii) No proceeds from any Initial Mortgage Loan were used
         to finance single-premium credit, life and disability insurance
         policies.

                  (lxix) No Initial Mortgage Loan will impose a prepayment
         charge for a term in excess of five years.

         It is understood and agreed that the representations and warranties set
forth in this Section shall survive the sale and assignment of the Mortgage
Loans to the Trust and the issuance, sale and delivery of the Certificates. Upon
discovery by the Seller, the Servicer or a Responsible Officer of the Trustee of
a breach of any of the foregoing representations and warranties, without regard
to any limitation set forth in such representation or warranty concerning the
knowledge of

                                      -62-
<PAGE>

the Seller as to the facts stated therein, which breach materially and adversely
affects the value of the related Mortgage Loan or the interests of the
Certificateholders or the Certificate Insurer in the related Mortgage Loan, the
party discovering such breach shall give prompt written notice to the Trustee
which shall inform the other parties hereto, each of the Rating Agencies and the
Certificate Insurer and take such other action as it deems appropriate pursuant
to Section 9.01.

         Within 60 days of its discovery or its receipt of notice of such
breach, the Seller shall use all reasonable efforts to cure such breach in all
material respects. Unless, prior to the expiration of such 60-day period, such
breach has been cured in all material respects or otherwise does not exist or
continue to exist, the Seller shall, not later than the Deposit Date in the
month following the related Collection Period in which any such cure period
expired, but in all events within 90 days of the earlier of the discovery of the
breach or the Seller's receipt of notice of breach (or at the election of the
Seller, an earlier Collection Period), either (I) repurchase such Mortgage Loan
(or, in the case of any representation and warranty stated above in terms of
minimum or maximum aggregate percentage amounts, repurchase Mortgage Loans such
that, after giving effect to such repurchase, the related representation and
warranty would be complied with) (including any property acquired in respect
thereof and any insurance policy or insurance proceeds with respect thereto)
from the Trust in the same manner and subject to the same conditions as set
forth in Section 2.03 or (II) remove such Mortgage Loan and substitute in its
place a Qualified Replacement Mortgage Loan (or, in the case of any
representation and warranty stated above in terms of minimum or maximum
aggregate percentage amounts, remove such Mortgage Loans and substitute in their
place Qualified Replacement Mortgage Loans such that, after giving effect to
such substitution, the related representation and warranty would be complied
with) in the same manner and subject to the same conditions as set forth in
Section 2.03. Upon making any such repurchase or substitution, the Seller shall
be entitled to receive an instrument of assignment or transfer from the Trustee,
without recourse to the Trustee, to the same extent as set forth in Section 2.03
with respect to the repurchase of or substitution for Defective Mortgage Loans
under that Section. It is understood and agreed that the obligation of the
Seller to repurchase or substitute any such Defective Mortgage Loan (or property
acquired in respect thereof or insurance policy or current or future insurance
proceeds with respect thereto) shall constitute the sole remedy against it
respecting such breach of the foregoing representations or warranties available
to the Certificateholders or the Trustee, as the case may be, and such
obligation shall survive any resignation or termination of the Company as
Servicer under this Agreement.

         Notwithstanding the foregoing, a substitution of a Mortgage Loan by the
Seller for a breach will not be made unless the Trustee and the Certificate
Insurer receive an Officer's Certificate of the Seller certifying that the
Qualified Replacement Mortgage Loan conforms to the requirements of this
Agreement and an Opinion of Counsel that such substitution will not be a
"prohibited transaction" as defined in Section 860F(a)(2) of the Code. Any
substitution must be effected not later than two years after the Closing Date,
or within such longer period of time as may be permitted under the REMIC
Provisions for substitution of mortgage loans.

         Section 2.06 EXECUTION AND AUTHENTICATION OF CERTIFICATES. The Trustee
shall on behalf of the Trust, not in its individual capacity but solely as
Trustee, cause to be executed, and

                                      -63-
<PAGE>

delivered on the Closing Date to or upon the order of the Seller, in exchange
for the Mortgage Loans and the other assets comprising the Trust, simultaneously
with the sale, assignment and transfer to the Trustee of the Mortgage Loans,
each Class of Certificates duly executed by the Trustee, and authenticated by
the Trustee, pursuant to Section 6.01, in authorized denominations, equaling,
100% of the Percentage Interests in each Class, and collectively evidencing the
entire ownership of the Trust.

         Section 2.07 RESERVED.

         Section 2.08 INDEMNIFICATION OF THE TRUST. The Seller shall indemnify
the Trust for any liability incurred thereby as a result of a breach of the
representation and warranty set forth in clause (xvii) of Section 2.05 (without
regard to any limitation therein relating to the knowledge of the Seller). This
indemnity obligation shall be in addition to any other obligation the Seller may
have in connection with any such breach.

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS;
                               CERTIFICATE ACCOUNT

         Section 3.01 THE SERVICER AND THE SUB-SERVICERS. Acting directly or
through one or more Sub-Servicers as provided in Section 3.15, the Servicer, as
servicer, shall administer the Mortgage Loans with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to all
comparable home equity mortgage loans that it services for itself or others. The
duties of the Servicer shall include collecting and posting of all payments,
responding to inquiries of Mortgagors or by federal, state or local government
authorities with respect to the Mortgage Loans, investigating delinquencies,
reporting tax information to Mortgagors in accordance with its customary
practices and accounting for collections and furnishing monthly and annual
statements to the Trustee with respect to distributions and making Monthly
Advances and Servicing Advances pursuant to Section 5.02. The Servicer shall
follow its customary standards, policies and procedures in performing its duties
as Servicer, to the extent not in conflict with the provisions of this
Agreement. Notwithstanding the appointment of any Sub-Servicer, the Servicer
shall remain liable for the performance of all of the servicing obligations and
responsibilities under this Agreement. The Servicer shall maintain all licenses
and qualifications necessary to perform its servicing obligations hereunder in
the jurisdictions in which it services Mortgage Loans. If the Servicer commences
directly to service a material number or principal amount of Mortgage Loans with
related Mortgaged Properties located in any other state, the Servicer will use
its reasonable efforts promptly to obtain, and thereafter to maintain, all
licenses and qualifications necessary to perform its servicing obligations
hereunder in each such state. Each Sub-Servicer shall maintain all licenses and
qualifications necessary to perform its servicing obligations in the states
where the Mortgaged Properties to which the applicable Sub-Servicing Agreement
relates are located. The Servicer shall cooperate with the Trustee and furnish
to the Trustee such information in its possession as may be necessary or
appropriate to enable the Trustee to perform its tax reporting duties hereunder.
The Trustee shall furnish the Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder.

                                      -64-
<PAGE>

         Without limiting the generality of the foregoing, the Servicer (i)
shall continue, and is hereby authorized and empowered by the Trustee, to
execute and deliver, on behalf of itself, the Certificateholders and the Trustee
or any of them, 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 with respect to the related Mortgaged
Properties (ii) may consent to any modification of the terms of any Mortgage
Note not expressly prohibited hereby if the effect of any such modification will
not be to materially and adversely affect the security afforded by the related
Mortgaged Property or to decrease or slow (other than as permitted by Section
3.02(a)(ii)) the timing of receipt of any payments required thereunder and (iii)
shall not consent to the placing of a lien senior to or on parity with that of
the Mortgage on the related Mortgaged Property.

         The Servicer may but shall not be obligated to sue to enforce or
collect on any of the Mortgage Loans or any insurance policy covering a Mortgage
Loan, in its own name if possible, or on behalf of the Trust. If the Servicer
commences a legal proceeding to enforce a Mortgage Loan or any such insurance
policy, the Trustee shall thereupon be deemed to have automatically assigned the
Mortgage Loan or the rights under such insurance policy to the Servicer for
purposes of collection only. If, however, in any suit or legal proceeding for
enforcement, it is held that the Servicer may not enforce or collect on a
Mortgage Loan or any insurance policy covering a Mortgage Loan on the ground
that it is not a real party in interest or a holder entitled to enforce such
Mortgage Loan or such insurance policy, as the case may be, then the Trustee
shall, upon the written request of a Servicing Officer, furnish the Servicer
with such powers of attorney and other documents as are necessary or appropriate
to enable the Servicer to enforce such Mortgage Loan or insurance policy, as the
case may be. Amounts expended by the Servicer under this paragraph shall be
considered Servicing Advances.

         The relationship of the Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.

         The parties intend that each REMIC Pool shall constitute a REMIC, and
that the affairs of each REMIC Pool shall be conducted so as to qualify it as a
REMIC. In furtherance of such intention, (i) the Servicer covenants and agrees
that it shall act as agent (and the Servicer is hereby appointed to act as
agent) on behalf of each REMIC Pool, and that in such capacity it shall: (a) use
its best efforts to conduct the affairs of such REMIC Pool at all times that any
Certificates are outstanding so as to maintain the status thereof as a REMIC
under the REMIC Provisions; (b) not knowingly or intentionally take any action
or omit to take any action that would cause the termination of the REMIC status
of any REMIC Pool or that would subject such REMIC Pool to tax, including the
modification of a qualified mortgage that would subject such REMIC Pool to tax;
and (c) exercise reasonable care not to allow such REMIC Pool to receive income
from the performance of services or from assets not permitted under the REMIC
Provisions to be held by a REMIC, and (ii) the Holder of the Class R
Certificates covenants and agrees that it shall (a) pay the amount of any
federal income tax, including, without limitation, prohibited transaction taxes,
taxes on net income from foreclosure property, and taxes on certain
contributions to a REMIC after the Startup Day, imposed on any REMIC Pool when
and as the

                                      -65-
<PAGE>

same shall be due and payable (but such obligation shall not prevent the Holder
of the Class R Certificates or any other appropriate Person from contesting any
such tax in appropriate proceedings and shall not prevent the Holder of the
Class R Certificates from withholding or depositing payment of such tax, if
permitted by law, pending the outcome of such proceedings); and (b) pay the
amount of any and all taxes imposed on any REMIC Pool pursuant to Sections
24870, 24874 and 23153 of the California Revenue and Taxation Code. The Holder
of the Class R Certificates shall not be entitled to reimbursement for any taxes
paid pursuant to this Section.

         Section 3.02 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; COLLECTION
ACCOUNT AND CERTIFICATE ACCOUNT.

         (a) The Servicer shall, to the extent such procedures shall be
consistent with this Agreement, follow such collection procedures as it follows
from time to time with respect to home equity mortgage loans in its servicing
portfolio that are comparable to the Mortgage Loans; PROVIDED that the Servicer
shall always at least follow collection procedures that are consistent with
standard industry practices. Consistent with the foregoing, and subject to the
limitations in Section 3.05, the Servicer may in its discretion (i) waive any
assumption fees, late payment charges, charges for checks returned for
insufficient funds, if any, excluding Prepayment Charges, or other fees that may
be collected in the ordinary course of servicing the Mortgage Loans, (ii) if a
Mortgagor is in default or about to be in default because of a Mortgagor's
financial condition, arrange with the Mortgagor a schedule for the payment of
delinquent payments due on the related Mortgage Loan, or (iii) modify payments
of monthly principal and interest on any Mortgage Loan becoming subject to the
terms of the Relief Act in accordance with the Servicer's general policies for
comparable home equity mortgage loans subject to such Act; provided , however,
that the Servicer shall give the Certificate Insurer prompt written notice of
any such action.

         (b) The Servicer shall establish and maintain, or cause to be
established and maintained, one or more Eligible Accounts that in the aggregate
are the Collection Account. All amounts held in the Collection Account shall be
invested by the depository institution or trust company then maintaining the
account at the written direction of the Servicer in Permitted Investments that
mature not later than the Deposit Date next succeeding the date of investment.
No Permitted Investment shall be sold or disposed of at a gain prior to maturity
unless the Servicer has obtained an Opinion of Counsel that such sale or
disposition will not cause any REMIC Pool to be subject to the tax on income
from prohibited transactions imposed by Code Section 860F(a)(1), or otherwise
subject any REMIC Pool to tax or cause any REMIC Pool to fail to qualify as a
REMIC and delivered copies thereof to the Trustee and the Certificate Insurer.
The Servicer shall not retain any cash or investment in the Collection Account
for a period in excess of 12 months and cash therein shall be considered
transferred to Certificate Account on a first-in, first-out basis. All net
income and gain realized from any such investment shall be for the benefit of
the Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. Any losses realized in connection with
any such investment shall be for the account of the Servicer and the Servicer
shall deposit or cause to be deposited the amount of such loss (to the extent
not offset by income from other investments) in the Collection Account
immediately upon the realization of such loss.

                                      -66-
<PAGE>

         (c) Subject to Section 3.02(d), the Servicer shall deposit in the
Collection Account each of the following payments on and collections in respect
of the Mortgage Loans as soon as practicable, but in no event later than the
close of business on the second Business Day after its receipt thereof:

                  (i) all payments in respect of or allocable to interest on the
         Mortgage Loans (including any net income from REO Properties);

                  (ii) all Principal Payments;

                  (iii) all Payments Ahead;

                  (iv) all Net Liquidation Proceeds;

                  (v) all Trust Insurance Proceeds (including, for this purpose,
         any amounts required to be credited by the Servicer pursuant to the
         last sentence of Section 3.04); and

                  (vi) all Prepayment Charges.

         The Servicer shall replace such amounts previously withdrawn from the
Collection Account and applied by the Servicer towards the payment of a Monthly
Advance pursuant to Section 5.02(a) or towards the payment of a Servicing
Advance pursuant to Section 5.02(b) by depositing into the Collection Account on
or prior to the Deposit Date immediately following such withdrawal an amount
equal to the total of all such amounts applied to the payment of a Servicing
Advance and those amounts applied to the payment of a Monthly Advance required
to be deposited pursuant to Section 5.01(b).

         The foregoing requirements respecting deposits to the Collection
Account are exclusive, it being understood that, without limiting the generality
of the foregoing, the Servicer need not deposit in the Collection Account
amounts representing fees, late payment charges, charges for checks returned for
insufficient funds, if any, or extension or other administrative charges
(excluding Prepayment Charges) paid by Mortgagors or amounts received by the
Servicer for the account of Mortgagors for application towards the payment of
taxes, insurance premiums, assessments and similar items. The amounts deposited
in the Collection Account are subject to withdrawal, from time to time, to make
deposits into the Certificate Account pursuant to Section 3.02(e), to pay itself
the Monthly Servicing Fee pursuant to Section 3.08 and to make Servicing
Advances or to reimburse itself for Servicing Advances, as applicable, in either
case in accordance with Section 5.02(b), to make Monthly Advances or to
reimburse itself for payments of Monthly Advances, as applicable, in either case
in accordance with Section 5.02(a). In addition, if the Servicer deposits in the
Collection Account any amount not required to be so deposited or any amount in
respect of payments by Mortgagors made by checks subsequently returned for
insufficient funds or other reason for non-payment, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.

                                      -67-
<PAGE>

         (d) Upon such terms as the Certificate Insurer and the Rating Agencies
may approve, the Servicer may make the deposits to the Collection Account
referred to in Section 3.02(c) on a later day than the second Business Day after
receipt of the amounts required to be so deposited, which terms and later day
shall be specified by the Certificate Insurer and the Rating Agencies and
confirmed to the Trustee and the Servicer in writing.

         (e) The Trustee shall establish and maintain the Certificate Account.
The Certificate Account shall be an Eligible Account segregated on the books of
the Trustee and held by the Trustee in trust, and the Certificate Account and
the amounts deposited therein shall not be subject to any claim, liens or
encumbrances of any creditors or depositors of the Trustee or the Company
(whether made directly or indirectly through a liquidator, receiver or trustee
in bankruptcy of the Trustee or the Company). At or before 2:00 p.m. Los Angeles
time on each Deposit Date, the Servicer shall withdraw from the Collection
Account all amounts on deposit therein that constitute any portion of Available
Funds for a Mortgage Loan Group and the related Distribution Date (including any
amounts therein that are being held for distribution on a subsequent
Distribution Date which are being applied toward the Monthly Advance for the
related Distribution Date pursuant to Section 5.02(a)) and all Prepayment
Charges collected during the related Collection Period and remit such amounts to
the Trustee for deposit in the Certificate Account. In addition, any
Compensating Interest and Monthly Advances required to be made by the Servicer
for the related Mortgage Loan Group in respect of the related Distribution Date
and any amounts required to be deposited into the Certificate Account in
connection with a purchase or repurchase of any Mortgage Loans in such Mortgage
Loan Group or any shortage on such Mortgage Loans by the Seller or the Servicer
pursuant to Section 2.03, 2.05, 3.01, 3.06 or 10.01 or a substitution of a
Qualified Replacement Mortgage Loan pursuant to Section 2.03 or 2.05, or in
connection with a purchase of Mortgage Loans by the Servicer pursuant to Section
10.01 or in connection with the Servicer's failure to adjust the Mortgage Loan
Rate on an Adjustable Rate Mortgage Loan, shall be remitted to the Trustee for
deposit in the Certificate Account on the applicable Deposit Date. On the
Closing Date, the Class P Deposit shall be deposited in to the Certificate
Account. Any amounts held in the Certificate Account (other than the Class P
Deposit) may be invested at the written direction of the Servicer in Permitted
Investments upon the same terms and conditions as those specified in clause (b)
above with respect to the Collection Account except that such investments shall
mature not later than the Business Day preceding the Distribution Date next
succeeding the date of investment, and in the absence of such direction the
Trustee shall invest in Permitted Investments described in clause (e) of the
definition of Permitted Investments. All net income and gain realized from any
such investment shall be for the benefit of the Servicer as additional servicing
fee; except that the net income and gain realized from such investments in
respect of the Business Day immediately preceding any Distribution Date shall be
for the benefit of the Trustee as additional trustee fee, and shall be subject
to its withdrawal or order from time to time. Any losses realized in connection
with any such investment shall be for the account of the Servicer and the
Servicer shall deposit or cause to be deposited the amount of such loss (to the
extent not offset by income from other investments) in the Certificate Account
immediately upon the realization of such loss.

         Section 3.03 ADDITIONAL SERVICING RESPONSIBILITIES FOR THE ADJUSTABLE
RATE MORTGAGE LOANS. The Servicer shall enforce each Adjustable Rate Mortgage
Loan and shall timely

                                      -68-
<PAGE>

calculate, record, report and apply all Mortgage Loan Rate adjustments in
accordance with the related Mortgage Note. The Servicer's records shall, at all
times, reflect then-current Mortgage Loan Rate and Monthly Mortgage Payment and
the Servicer shall timely notify the Mortgagor of any changes to the Mortgage
Loan Rate and the Monthly Mortgage Payment. If the Servicer fails to adjust the
Mortgage Loan Rate or the Monthly Mortgage Payment in accordance with the terms
of the Mortgage Note for the related Adjustable Rate Mortgage Loan, or if the
Servicer fails to notify the related Mortgagor of any such adjustment as
required under the terms of such Mortgage Note, or if any liability, claim or
defense arises with respect to any Adjustable Rate Mortgage Loan solely as a
result of any such failure, the Servicer shall pay, from its own funds and
without right of reimbursement therefor, any shortage in amounts collected or
collectible on the related Adjustable Rate Mortgage Loan that results. The
Servicer shall deposit any amounts in respect of such shortage in the
Certificate Account on the Deposit Date with respect to the related Collection
Period.

         Section 3.04 HAZARD INSURANCE POLICIES. The Servicer shall cause to be
maintained for each Mortgage Loan (including Mortgage Loans as to which the
related Mortgaged Property has been acquired by the Trust upon foreclosure, by
deed in lieu of foreclosure or comparable conversion), hazard insurance
(including flood insurance coverage, if obtainable, to the extent such property
is located in a federally designated flood area in such amount as is required
under applicable FEMA guidelines) with extended coverage in an amount that is
not less than the least of (i) the maximum insurable value from time to time of
the improvements that are a part of such property, or (ii) the combined
principal balance of such Mortgage Loan and the principal balance of each
mortgage loan senior to such Mortgage Loan at the time of such foreclosure plus
accrued interest and the good-faith estimate of the Servicer of related
Liquidation Expenses to be incurred in connection therewith; provided, further
that such hazard insurance shall be 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. Each such hazard insurance policy shall contain
a standard mortgagee clause naming the originator, its successors and assigns,
as mortgagee and shall require prior notice to the insured of termination or
cancellation. The Servicer shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and shall be under
no obligation itself to maintain any such additional insurance on property
acquired in respect of a Mortgage Loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance. Amounts collected by the Servicer under any such policies
shall be deposited in the Collection Account or Certificate Account, as the case
may be, in accordance with Section 3.02 to the extent that they constitute Net
Liquidation Proceeds or Trust Insurance Proceeds. If the Servicer shall obtain
and maintain a blanket policy, issued by an insurer acceptable to each Rating
Agency and the Certificate Insurer, insuring against such hazard losses, it
shall conclusively be deemed to have satisfied its obligations as set forth in
the first sentence of this Section, it being understood and agreed that such
policy may contain a deductible clause that is in form and substance consistent
with standard industry practice, in which case the Servicer shall, in the event
that there shall not have been maintained on the related Mortgaged Property a
policy complying with the first sentence of this Section, and there shall have
been a loss that would have been covered by such policy, deposit in the
Collection Account in accordance with Section 3.02 the amount not otherwise
payable under the blanket policy because of such deductible clause.

                                      -69-
<PAGE>

         Section 3.05 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
MODIFICATION AGREEMENTS. In any case in which property subject to a Mortgage is
voluntarily conveyed by the Mortgagor, the Servicer shall enforce any
due-on-sale clause contained in the related Mortgage Note or Mortgage, to the
extent permitted by such Mortgage Note or Mortgage, applicable law and
governmental regulations, but only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any related insurance policy or
result in legal action by the Mortgagor. Subject to the foregoing, the Servicer
may take or enter into an assumption and modification agreement from or with the
Person to whom such Mortgaged Property has been or is about to be conveyed,
pursuant to which such Person becomes liable under the related Mortgage Note and
the Mortgagor remains liable thereon or, if the Person to whom such Mortgaged
Property has been or is about to be conveyed satisfies the Servicer's
then-current underwriting standards for home equity mortgage loans similar to
the Mortgage Loans, and the Servicer in its reasonable judgment finds it
appropriate, is released from liability thereon. The Servicer shall give the
Certificate Insurer prompt written notice of the entering into of any such
assumption and modification agreement. If the Trustee is holding the Mortgage
Files, the Servicer shall notify the Trustee that any assumption and
modification agreement has been completed by delivering to the Trustee an
Officer's Certificate certifying that such agreement is in compliance with this
Section and the Servicer shall forward to the Trustee the original of such
assumption and modification agreement. Such assumption and modification
agreement shall, for all purposes, be considered a part of the related Mortgage
File to the same extent as all other documents and instruments constituting a
part thereof. In connection with any such agreement, the Mortgage Loan Rate
shall not be reduced (but may be increased), the Principal Balance of such
Mortgage Loan shall not be changed and the term of such Mortgage Loan will not
be extended beyond the existing term of such Mortgage Loan. Any fee collected by
the Servicer for entering into any such agreement shall be retained by the
Servicer as additional servicing compensation.

         Notwithstanding the foregoing paragraph of this Section 3.05 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 reasons
of any assumption of a Mortgage Loan, or transfer of any Mortgaged Property
without the assumption thereof, by operation of law or any assumption or
transfer that the Servicer reasonably believes it may be restricted by law from
preventing, for any reason whatsoever.

         Section 3.06 REALIZATION UPON LIQUIDATED MORTGAGE LOANS. Subject to the
limitations set forth in this Section 3.06 with respect to Restricted Mortgage
Loans, the Servicer, on behalf of the Trust, shall foreclose upon or otherwise
comparably convert to ownership Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.02(a); provided that if the Servicer has actual knowledge
or reasonably believes that any Mortgaged Property is affected by hazardous or
toxic wastes or substances, then the Servicer shall not cause the Trust to
acquire title to such Mortgaged Property in a foreclosure or similar proceeding,
unless otherwise directed in writing by the Certificate Insurer. In connection
with such foreclosure or other conversion, the Servicer shall follow such
practices (including, in the

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case of any default on a related Senior Lien, the advancing of funds to correct
such default) and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general first, second and third lien one- to
four-family mortgage loan servicing activities (including the procurement of a
drive-by appraisal of the related Mortgaged Property prior to foreclosure or
other conversion). The foregoing is subject to the proviso that neither the
Servicer nor the Trustee shall be required to expend its own funds in connection
with any foreclosure or towards the correction of any default on a related
Senior Lien or restoration of any Mortgaged Property unless, in the reasonable
judgment of the Servicer, such foreclosure, correction or restoration will
increase Net Liquidation Proceeds (taking into account any unreimbursed Monthly
Advances made or expected to be made with respect to such Mortgage Loan).
Amounts expended by the Servicer under this paragraph shall be considered
Servicing Advances.

         To the extent the Net Liquidation Proceeds derived from any such
foreclosure or conversion exceed the unpaid Principal Balance of the related
Mortgage Loan and accrued interest thereon at the applicable Mortgage Loan Rate
to the related due date during the Collection Period in which such foreclosure
or conversion occurs (net of any related Monthly Advances or Servicing Advances
that were unreimbursed prior to the receipt of such Net Liquidation Proceeds),
such excess shall be paid to the Holder of the Class R-I Certificate.

         Neither the Trust nor the Trustee on behalf of the Trust shall complete
foreclosure proceedings with respect to any Restricted Mortgage Loan. In lieu of
foreclosure, any Restricted Mortgage Loan shall be repurchased or substituted in
accordance with and subject to the limitations contained in Section 2.05.

         Notwithstanding the foregoing, the Servicer, at its sole option, may
purchase from the Trust on any Deposit Date any Mortgage Loan as to which the
related Mortgagor has failed to make full Monthly Mortgage Payments as required
under the related Mortgage Note for three consecutive months at any time
following the Cut-off Date and prior to such Deposit Date at a price equal to
the Purchase Price by depositing such amount in the Certificate Account on such
Deposit Date pursuant to Section 3.02; PROVIDED, HOWEVER, that the aggregate
Principal Balances of the Mortgage Loans purchased by the Servicer pursuant to
the exercise of the option granted in this sentence shall not exceed 3% of the
sum of the Original Pool Balance plus the amount of the Prefunding Account
Deposit and such Mortgage Loans may be purchased only in the order of the most
delinquent to the least delinquent, unless otherwise approved by the Certificate
Insurer.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee, on behalf of the
Certificateholders, and the Servicer shall manage, conserve, protect and operate
each such Mortgaged Property for the Certificateholders solely for the purpose
of its prompt disposition and sale. The Servicer shall use its best efforts to
dispose of each such Mortgaged Property as expeditiously as possible consistent
with the goal of maximizing Net Liquidation Proceeds (taking into account any
unreimbursed Monthly Advances made or expected to be made with respect to such
Mortgage Loan). Neither the Trustee nor the Servicer, acting on behalf of the
Trust, shall provide financing from the Trust to any purchaser of any such
Mortgaged Property.

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<PAGE>

         In the event that the Trust acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, such Mortgaged Property shall be disposed of by the Servicer on
behalf of the Trust before the last day of the third calendar year following the
year in which the foreclosure occurred (the "grace period") unless (i) the
Servicer on behalf of the REMIC Pools has applied for and received an extension
of such grace period pursuant to Code Sections 856(e)(3) and 860G(a)(8)(A), in
which case the Servicer shall sell such Mortgaged Property within the applicable
extension period or (ii) the Trustee and the Certificate Insurer shall have
received an Opinion of Counsel to the effect that the holding by the Trust of
such Mortgaged Property subsequent to the expiration of the grace period will
not result in a tax on prohibited transactions imposed by Code Section
860F(a)(1), or otherwise subject any REMIC Pool to tax or cause any REMIC Pool
to fail to qualify as a REMIC at any time that any Certificates are outstanding.
The Servicer shall further ensure that the Mortgaged Property is administered so
that it constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times, that the sale of such property does not result in the
receipt by any REMIC Pool of any income from non-permitted assets as described
in Code Section 860F(a)(2)(B), and that no REMIC Pool derives any "net income
from foreclosure property" within the meaning of Code Section 860G(c)(2) with
respect to such property.

         Section 3.07 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
payment in full of the principal balance of any Mortgage Loan, if the Trustee is
holding the Mortgage Files, the Servicer shall notify the Trustee by a
certification in the form of Exhibit H hereto (which certification shall include
a statement to the effect that all amounts received in connection with such
payment which are required to be deposited to the Collection Account pursuant to
Section 3.02 have been so deposited) of a Servicing Officer. Such notification
shall be made each month at the time that the Servicer delivers its Servicer
Remittance Report to the Trustee pursuant to Section 4.01. Upon any such payment
in full, the Servicer is authorized to procure from such trustee under the
Mortgage that secured the related Mortgage Note a deed of full reconveyance
covering the related Mortgaged Property encumbered by such Mortgage, which deed,
except as otherwise provided in Section 2941(c) of the California Civil Code or
other applicable law, shall be recorded by such trustee in the office of the
County Recorder in which the Mortgage is recorded, or, as the case may be, to
procure from such trustee an instrument of satisfaction or, if the related
Mortgagor so requests, an assignment without recourse, in each case prepared by
the Servicer at its expense and executed by the Trustee, which deed of
reconveyance, instrument of satisfaction or assignment shall be delivered by the
Servicer to the Person entitled thereto, it being understood and agreed that no
expenses incurred in connection with such deed of reconveyance, assignment or
instrument of satisfaction shall be reimbursed from amounts at the time on
deposit in the Collection or Certificate Account. From time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Trustee
shall, upon written request of the Servicer and delivery to the Trustee of a
trust receipt signed by a Servicing Officer, release the related Mortgage File
to the Servicer and shall execute such documents prepared by the Servicer as
shall be necessary to the prosecution of any such proceedings. Such trust
receipt shall state that the Servicer is holding the Mortgage File in trust for
the Trustee and shall obligate the Servicer to return the Mortgage File to the
Trustee when the need therefor by the Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a

                                      -72-
<PAGE>

certificate of a Servicing Officer similar to that herein above specified, the
trust receipt shall be released by the Trustee to the Servicer.

         Section 3.08 SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES BY THE
SERVICER. On each Deposit Date, the Servicer shall be entitled to receive, by
withdrawal by the Servicer from the Collection Account, out of collections of
interest on the Mortgage Loans for the related Collection Period, as servicing
compensation for such Collection Period, the Monthly Servicing Fee. Additional
servicing compensation shall be assumption fees, late payment charges, charges
for checks returned for insufficient funds, or extension and other
administrative charges received by the Servicer (excluding Prepayment Charges)
and any earnings on investments by the Servicer of amounts held in escrow
accounts established thereby on behalf of Mortgagors (any such investments to be
made in compliance with applicable law). The Servicer is obligated to pay
Compensating Interest out of the related Monthly Servicing Fee on each Deposit
Date, to the extent of the amount of the Monthly Servicing Fee, and shall not be
entitled to reimbursement therefor. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder (including
payment of the fees and expenses relating to the Annual Independent Public
Accountant's Servicing Report described in Section 3.10, and all other fees and
expenses not otherwise expressly stated hereunder for the account of the
Certificateholders) and shall not be entitled to reimbursement therefor except
as specifically provided herein.

         Section 3.09 ANNUAL STATEMENT AS TO COMPLIANCE.

         (a) The Servicer will deliver to the Trustee, the Seller, the
Certificate Insurer and each Rating Agency, on or before September 30 of each
year, beginning with September 30, 2001, an Officer's Certificate of the
Servicer substantially in the form set forth in Exhibit F hereto stating that
(a) a review of the activities of the Servicer during the preceding calendar
year (or since the Closing Date in the case of the first such statement) and of
its performance under this Agreement has been made under such officer's
supervision and (b) to the best of such officer's knowledge, based on such
review, the Servicer has fulfilled all its material obligations under this
Agreement throughout such year (or since the Closing Date in the case of the
first such statement), 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.

         (b) The Servicer shall deliver to the Trustee, with a copy to the
Certificate Insurer, the Seller, and each Rating Agency, promptly after having
obtained knowledge thereof, but in no event later than five Business Days
thereafter, written notice by means of an Officer's Certificate of any event
that with the giving of notice or the lapse of time, or both, would become an
Event of Default.

         Section 3.10 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before May 31 of each year, beginning with May 31, 2001, the Servicer at
its expense shall cause a firm of nationally recognized independent public
accountants (who may also render other services to the Servicer) to furnish a
report to the Trustee, the Seller, the Certificate Insurer and each Rating
Agency to the effect that such firm has examined certain documents and records
(including the Servicer Remittance Reports delivered by the Servicer during the
period covered by such reports)

                                      -73-
<PAGE>

relating to the servicing activities of the Servicer (which would include
servicing of Mortgage Loans under this Agreement) for the period covered by such
report, and that such examination (which will have been conducted substantially
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
to the extent that the procedures in such audit guide are applicable to the
servicing obligations set forth in this Agreement), has disclosed no exceptions
or errors in records relating to the servicing activities of the Servicer,
including servicing of Mortgage Loans subject to this Agreement, that, in the
opinion of such firm, are material, except for such exceptions as shall be set
forth in such report.

         Section 3.11 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
THE MORTGAGE LOANS.

         (a) The Servicer shall provide to Certificateholders that are federally
insured savings associations and the FDIC and its supervisory agents and
examiners access to the documentation regarding the Mortgage Loans required by
applicable regulations of the Office of Thrift Supervision, and to the Trustee
and the Certificate Insurer all documentation relating to the Mortgage Loans
that is in the possession of the Servicer, such access being afforded without
charge but only upon reasonable request and during normal business hours at the
offices of the Servicer. The Servicer shall accurately and fully provide
information regarding payment performance of the Mortgagors to the nationally
recognized credit repositories, to the extent such reporting remains customary
and prudent in the servicing of mortgage loans similar to the Mortgage Loans.
Nothing in this Section shall derogate from the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Mortgagors and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.

         (b) The Servicer shall supply information to the Trustee in such form
as the Trustee shall reasonably request, by the start of the third Business Day
preceding each Distribution Date, as is required in the Trustee's reasonable
judgment to enable the Trustee to make required distributions and to furnish the
certificates, statements and reports to Certificateholders required pursuant to
this Agreement.

         Section 3.12 MAINTENANCE OF FIDELITY BOND AND ERRORS AND OMISSIONS
POLICY. The Servicer shall during the term of its service as Servicer maintain
in force a (a) policy or policies of insurance covering errors and omissions in
the performance of its obligations as Servicer hereunder and (b) fidelity bond
in respect of its officers, employees and agents, in each case having coverage
amounts that satisfy FNMA or FHLMC requirements for mortgage loan originators
and servicers.

         Section 3.13 NOTICES TO THE RATING AGENCIES, THE TRUSTEE AND THE
CERTIFICATE INSURER. In addition to the other notices required to be given to
the Rating Agencies, the Trustee and the Certificate Insurer by the provisions
of this Agreement, the Servicer shall give notice to each Rating Agency, the
Trustee, the Seller and the Certificate Insurer of (a) any amendment to this
Agreement, (b) the final distribution on the Offered Certificates, (c) the
occurrence of an Event

                                      -74-
<PAGE>

of Default and (d) the repurchase, purchase or substitution, as applicable, of
any Mortgage Loan pursuant to Section 2.03, 2.05, 3.01 or 3.06 by the Seller or
Servicer, as the case may be.

         Section 3.14 REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTIES. Each calendar year beginning in 2001 the Servicer shall make the
reports of foreclosures and abandonments of any Mortgaged Property required by
Code Section 6050J. In order to facilitate this reporting process, the Servicer,
on or before February 28th of each year, shall provide to the Internal Revenue
Service and the Trustee reports relating to each instance occurring during the
previous calendar year in which the Servicer (i) on behalf of the Trustee
acquired an interest in a Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Mortgage Loan, or
(ii) knows or has reason to know that a Mortgaged Property has been abandoned.
The reports from the Servicer shall be in form and substance sufficient to meet
the reporting requirements imposed by such Section 6050J.

         Section 3.15 SUB-SERVICERS AND SUB-SERVICING AGREEMENTS.

         (a) The Servicer may enter into Sub-Servicing Agreements for any
servicing and administration of Mortgage Loans with any institution that is
acceptable to the Certificate Insurer and that is in compliance with the laws of
each state necessary to enable it to perform its obligations under such
Sub-Servicing Agreement. The Servicer shall give notice to the Certificate
Insurer, the Seller, the Rating Agencies and the PMI Insurer of the appointment
of any Sub-Servicer. The Servicer shall not enter into any Sub-Servicing
Agreement that does not provide for the servicing of the Mortgage Loans
specified therein on a basis consistent with the terms of this Agreement or that
otherwise violates the provisions of this Agreement. The Servicer may enter
into, and make amendments to, any Sub-Servicing Agreement or enter into
different forms of Sub-Servicing Agreements; PROVIDED, HOWEVER, that any such
amendments or forms shall be consistent with and not violate the provisions of
this Agreement.

         (b) For purposes of this Agreement the Servicer shall be deemed to have
received payments on Mortgage Loans when any Sub-Servicer has received such
payments. With respect to the Servicer's obligations under Section 3.01 to make
deposits in the Collection Account, the Servicer shall be deemed to have made
such deposits when any Sub-Servicer has made such deposits into a Sub-Servicing
Account if permitted by the related Sub-Servicing Agreement.

         (c) Any Sub-Servicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be
between the Sub-Servicer and the Servicer alone and the Certificate Insurer and
the Trustee shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to any Sub-Servicer,
except that the Trustee and the Certificate Insurer shall have such claims or
rights that arise as a result of any funds held by a Sub-Servicer in trust for
or on behalf of the Trust. Notwithstanding the execution of any Sub-Servicing
Agreement, the Servicer shall not be relieved of any liability hereunder and
shall remain obligated and liable for the servicing and administration of the
Mortgage Loans.

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<PAGE>

         (d) 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 but only with the prior consent of the Certificate
Insurer. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer. The
Sub-Servicer shall give written notice to the Trustee, the Seller and the
Certificate Insurer of the termination of any Sub-Servicer.

         (e) Any Sub-Servicing Agreement shall include the provision that (i)
such agreement may be immediately terminated by the Trustee without fee, in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due to
an Event of Default) or (ii) clearly and unambiguously states that any
termination fee is the sole responsibility of the Servicer and none of the
Trust, the Trustee, the Seller, the Certificateholders or the Certificate
Insurer has any liability therefor, regardless of the circumstances surrounding
such termination.

         Section 3.16 PREFUNDING ACCOUNT.

         (a) The Trustee will establish and maintain the Prefunding Account. No
later than the Closing Date, the Trustee will deposit in the Prefunding Account
the Prefunding Account Deposit from the proceeds of the sale of the Offered
Certificates. Subject to this Section, upon the conveyance of Subsequent
Mortgage Loans to the Trust on any Subsequent Transfer Date, the Seller shall
instruct the Trustee to withdraw from the Prefunding Account (i) an amount equal
to the Subsequent Purchase Price for the Subsequent Mortgage Loans to be
included in each Mortgage Loan Group and make a corresponding reduction in the
amount on deposit in the Prefunding Account allocated to such Mortgage Loan
Group, and to pay such amount to or upon the order of the Seller upon
satisfaction of the conditions set forth in Section 2.02 of this Agreement with
respect to such transfer.

         (b) The Prefunding Account will be part of the Trust but not part of
any REMIC Pool. Amounts held in the Prefunding Account shall be invested in
Permitted Investments of the type specified in clause (f) of the definition of
Permitted Investments. The Trustee shall not be liable for any losses on amounts
invested in accordance with the provisions hereof. Any losses realized in
connection with any such investment shall be for the account of the Seller and
the Seller shall deposit the amount of such loss (to the extent not offset by
income from other investments) in the Prefunding Account immediately upon the
realization of such loss. All interest and any other investment earnings on
amounts held in the Prefunding Account shall be taxed to the Seller and for
federal and state income tax purposes the Seller shall be deemed to be the owner
of the Prefunding Account. All interest and any other investment earnings on
amounts held in the Prefunding Account shall be paid by the Trustee to the
Seller on the Distribution Date next following the end of the Funding Period.

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<PAGE>

         (c) On the Distribution Date next following the end of the Funding
Period, any amounts remaining in the Prefunding Account (net of reinvestment
earnings payable to the Seller) shall be deposited at such time into the
Certificate Account for distribution in the related allocated amounts as part of
the Principal Distribution Amount for the related Certificate Group on such
Distribution Date.

         Section 3.17 CAPITALIZED INTEREST ACCOUNT.

         (a) Unless all Subsequent Mortgage Loans are purchased by the Trust on
the Closing Date, or unless a Capitalized Interest Account is not specified in
Article I, the Trustee shall establish and maintain the Capitalized Interest
Account. On the Closing Date, the Trustee will deposit the Capitalized Interest
Account Deposit in the Capitalized Interest Account or, if all Subsequent
Mortgage Loans are purchased on the Closing Date, in the Certificate Account.
The Trustee shall hold the Capitalized Interest Account Deposit for the benefit
of the Offered Certificateholders.

         (b) The Capitalized Interest Account will be part of the Trust but not
part of any REMIC Pool. Amounts held in the Capitalized Interest Account prior
to the first Deposit Date shall be invested in Permitted Investments of the type
specified in clause (f) of the definition of Permitted Investments, which
Permitted Investments shall mature no later than the Deposit Date immediately
following the end of the Funding Period. The Trustee shall not be liable for any
losses on amounts invested in accordance with the provisions hereof. All
interest and other investment earnings on amounts held in the Capitalized
Interest Account (and any other amounts remaining on deposit therein in excess
of the amounts to be so withdrawn and deposited into the Certificate Account)
shall be paid or released by the Trustee to the Seller on the Distribution Date
immediately following the end of the Funding Period and taxed to the Seller. For
federal and state income tax purposes the Seller shall be deemed to be the owner
of the Capitalized Interest Account. Any losses realized in connection with any
such investment shall be for the account of the Seller and the Seller shall
deposit the amount of such loss (to the extent not offset by income from other
investments) in the Capitalized Interest Account immediately upon the
realization of such loss. All amounts earned on deposit in the Capitalized
Interest Account shall be taxed to the Seller.

         (c) On each Prefunding Distribution Date, the Trustee shall transfer
from the Capitalized Interest Account to the Certificate Account the Capitalized
Interest Requirement, if any, for such Distribution Date; provided, however,
that on the final Subsequent Transfer Date the Trustee shall (i) transfer the
Capitalized Interest Requirement, if any, for the following Distribution Date
from the Capitalized Interest Account to the Certificate Account, (ii) remit the
balance of the funds on deposit in the Capitalized Interest Account to the
Seller and (iii) close the Capitalized Interest Account.

         Section 3.18 PAYMENTS ON THE CERTIFICATE INSURANCE POLICY.

         (a) The Trustee will establish and maintain the Policy Payments
Account, a separate special purpose trust account for the benefit of the Offered
Certificateholders and the Certificate

                                      -77-
<PAGE>

Insurer. The Trustee shall deposit or cause to be deposited any Insured Payments
paid under the Certificate Insurance Policy and received by the Trustee in the
Policy Payments Account and distribute such amounts only for the purpose of
payment to the related Offered Certificateholders of the related Insured
Payments and such amounts may not be used to satisfy any costs, expenses or
liabilities of the Servicer, the Trustee or the Trust. Insured Payments
deposited in the Policy Payments Account shall not be invested in Permitted
Investments or otherwise, and shall be transferred to the Certificate Account on
the related Distribution Date and disbursed by the Trustee to the related
Offered Certificateholders in accordance with Section 5.01.

         As soon as possible, and in no event later than 9:00 a.m. (Los Angeles
time) on the fourth Business Day immediately preceding the related Distribution
Date, the Trustee shall determine whether a Deficiency Amount is required to be
paid under the Certificate Insurance Policy with respect to such Distribution
Date and, if so, shall immediately notify the Servicer by telephone, which
notice shall be confirmed in writing by facsimile transmission, of the Trustee's
intention so to file the applicable Notice of Claim. If by the close of business
in Los Angeles on such date a Deficiency Amount is still required to be paid
under the Certificate Insurance Policy with respect to such Distribution Date,
the Trustee shall furnish the Certificate Insurer (or an agent of the
Certificate Insurer designated to the Trustee in writing) with a completed
Notice of Claim in respect of such Deficiency Amount by 12:00 noon New York City
time on the next succeeding Business Day and shall provide a copy thereof to the
Servicer at or prior to the time such Notice of Claim is received by the
Certificate Insurer. The Notice of Claim shall constitute a claim therefor
pursuant to the Certificate Insurance Policy. In the event any funds are
received by the Trustee from the Servicer prior to the close of business in Los
Angeles on the Business Day following the transmission of a Notice of Claim to
the Certificate Insurer (or an agent of the Certificate Insurer designated to
the Trustee in writing), and such funds reduce the amount of the Deficiency
Amount to which such Notice of Claim relates, the Deficiency Amount to which
such Notice of Claim relates shall be reduced by a corresponding amount, and the
Notice of Claim shall be deemed to have been rescinded to the extent of the
reduction of the Deficiency Amount. Notification of any such reduction in the
Insured Payment shall be given to the Certificate Insurer (or an agent of the
Certificate Insurer designated to the Trustee in writing) by the Trustee by no
later than 9:00 A.M., New York time, on the related Distribution Date. The
Certificate Insurer shall pay amounts due pursuant to the Certificate Insurance
Policy in accordance with the terms of the Certificate Insurance Policy.

         (b) The Trustee shall, as necessary, make a claim on the Certificate
Insurance Policy in respect of Preference Amounts in accordance with the terms
of the Certificate Insurance Policy.

         (c) The Trustee shall receive, as attorney-in-fact for each Offered
Certificateholder, any Insured Payment allocable to such Offered Certificates,
from the Certificate Insurer and disburse the same in accordance with the
provisions of Section 5.01. Any portion of the distributions made by the Trustee
in respect of any Insured Payment, from proceeds of the Certificate Insurance
Policy shall not be considered payment by the Trust, nor shall such payments
discharge the obligation of the Trust with respect to such Offered
Certificateholders, and the Certificate Insurer shall become the owner of such
unpaid amounts in respect of such

                                      -78-
<PAGE>

Offered Certificates. The Trustee hereby agrees on behalf of each Offered
Certificateholder for the benefit of the Certificate Insurer that it recognizes
that: to the extent the Certificate Insurer pays any Insured Payments in respect
of the Offered Certificates, either directly or indirectly (as by paying through
the Trustee), to the Offered Certificateholders, the Certificate Insurer will be
subrogated to the rights of such Offered Certificateholders with respect to such
Insured Payments paid in respect of such Offered Certificateholders, shall be
deemed to the extent of the Insured Payments so paid in respect of such
Certificateholders, to be a registered Holder of such Offered Certificates and
shall be entitled to receive all future distributions on such Offered
Certificates until all such Insured Payments (together with interest thereon at
the related Late Payment Rate from the date paid until the date of reimbursement
thereof) have been fully reimbursed, in each case subject to the following
paragraph. To evidence such subrogation, the Trustee shall note the Certificate
Insurer's rights as subrogee on the registration books maintained by the
Trustee. Except as otherwise described herein, the Certificate Insurer shall not
acquire any voting rights hereunder as a result of such subrogation. The effect
of the foregoing provisions is that, to the extent of any Insured Payments made
by it on each Distribution Date, the Certificate Insurer shall be paid before
any other distributions are made to the Offered Certificateholders.

         (d) The Trustee shall be entitled to enforce on behalf of the Offered
Certificateholders the obligations of the Certificate Insurer under the
Certificate Insurance Policy. The Offered Certificateholders are not entitled to
institute proceedings directly against the Certificate Insurer. Each Offered
Certificateholder, by its purchase of Offered Certificates, the Servicer and the
Trustee hereby agree that the Certificate Insurer may at any time during the
continuation of any proceeding relating to a preference claim direct all matters
relating to such preference claim, including, without limitation, the direction
of any appeal of any order relating to such preference claim and the posting of
any surety, supersedeas or performance bond pending any such appeal. In addition
and without limitation of the foregoing, the Certificate Insurer shall be
subrogated to the rights of the Servicer, the Trustee and each Offered
Certificateholder in the conduct of any such preference claim, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such preference
claim.

         (e) The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid in respect of any Offered Certificate from monies
received under the Certificate Insurance Policy. The Certificate Insurer shall
have the right to inspect such records at reasonable times during normal
business hours upon one Business Day's notice to the Trustee.

         Section 3.19 RIGHTS OF THE CERTIFICATE INSURER TO EXERCISE RIGHTS OF
OFFERED CERTIFICATEHOLDERS. By accepting its Certificate, each Offered
Certificateholder agrees that unless a Certificate Insurer Default exists, the
Certificate Insurer shall have the right to exercise all rights of the Offered
Certificateholders under this Agreement without any further consent of the
Offered Certificateholders, including, without limitation:

                  (i) the right to direct foreclosures upon Mortgage Loans upon
         failure of the Servicer to do so;

                                      -79-
<PAGE>

                  (ii) the right to require the Seller to repurchase or
         substitute for, or to require the Servicer to purchase, Mortgage Loans
         pursuant to Sections 2.05 and 2.09; and

                  (iii) the right to direct the actions of the Trustee during
         the continuance of an Event of Default.

         In addition, each Offered Certificateholder agrees that, unless a
Certificate Insurer Default exists, the rights specifically set forth above may
be exercised by the Offered Certificateholders only with the prior written
consent of the Certificate Insurer.

         Section 3.20 TRUST AND ACCOUNTS HELD FOR BENEFIT OF THE CERTIFICATE
INSURER. Provided there does not exist a Certificate Insurer Default, the
Trustee shall hold the Trust and the Mortgage Files for the benefit of the
Certificateholders and the Certificate Insurer and all references in this
Agreement (including, without limitation, in Sections 2.01, 2.02 and 2.03) and
in the Certificates to the benefit of Holders of the Certificates shall be
deemed to include the Certificate Insurer.

         Provided there does not exist a Certificate Insurer Default, the
Servicer hereby acknowledges and agrees that it shall service and administer the
Mortgage Loans and any REO Properties, and shall maintain the Collection Account
for the benefit of the Certificateholders and for the benefit of the Certificate
Insurer, and all references in this Agreement to the benefit of or actions on
behalf of the Certificateholders shall be deemed to include the Certificate
Insurer.

         All notices, statements, reports, certificates or opinions required by
this Agreement to be sent to any other party hereto or to the Certificateholders
shall also be sent to the Certificate Insurer.

         Section 3.21 SUPPLEMENTAL INTEREST RESERVE FUND. The Trustee will
establish the Supplemental Interest Reserve Fund on the Closing Date. On the
Closing Date, the Class C Certificateholders will deposit, or cause to be
deposited, into the Supplemental Interest Reserve Fund $10,000. On each
Distribution Date as to which there is a Supplemental Interest Amount, the
Trustee has been directed by the Class C Certificateholders to, and therefor
will, deposit into the Supplemental Interest Reserve Fund the amounts described
in Section 5.01(b)(8), rather than distributing such amounts to the Class C
Certificateholders. On each such Distribution Date, the Trustee shall (i) hold
all such amounts in respect of Adjustable Rate Group I for the benefit of the
Adjustable Rate Group I Certificateholders, and will distribute such amounts to
the Class A-V1 Certificateholders pursuant to Section 5.01(b)(8) as part of the
Accrued Certificate Interest on the Class A-V1 Certificates (ii) hold all such
amounts in respect of Adjustable Rate Group II for the benefit of the Adjustable
Rate Group II Certificateholders, and will distribute such amounts to the Class
A-V2 Certificateholders pursuant to Section 5.01(b)(8) as part of the Accrued
Certificate Interest on the Class A-V2 Certificates. If no Supplemental
Interest Amounts are payable on a Distribution Date, the Trustee shall deposit
into the Supplemental Interest Reserve Fund on behalf of the Class C
Certificateholders an amount such that when added to other amounts already on
deposit in the fund, the aggregate amount on deposit therein is equal to
$10,000. For federal and state income tax purposes, the Class C
Certificateholders will be

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deemed to be the owners of the Supplemental Interest Reserve Fund and all
amounts deposited into the Supplemental Interest Reserve Fund (other than the
initial $10,000 deposit) shall be treated as amounts distributed by REMIC II
with respect to the Class C Distribution Amount and Class C Carryforward Amount.
Related amounts held in the Supplemental Interest Reserve Fund and not
distributable to the Class A-V1 and Class A-V2 Certificateholders, respectively,
on any Distribution Date will be invested by the Trustee in investments
designated by the Class C Certificateholders having maturities on or prior to
the next succeeding Distribution Date on which such related amounts will be
distributable to the Class A-V1 and Class A-V2 Certificateholders, respectively.
Upon the termination of the Trust, or the payment in full of the Class A-V1 and
Class A-V2 Certificates, all amounts remaining on deposit in the Supplemental
Interest Reserve Fund will be released from the lien of the Trust and
distributed to the Class C Certificateholders or their designees. The
Supplemental Interest Reserve Fund will be part of the Trust but not part of any
REMIC Pool and any payments to the Class A-V1 and Class A-V2 Certificates of
related Supplemental Interest Amounts will not be payments with respect to a
"regular interest" in a REMIC within the meaning of Code Section 860G(a)(1).

         Section 3.22 COVENANTS AND REPRESENTATIONS REGARDING PREPAYMENT
CHARGES. (a) The Servicer will not waive any Prepayment Charge or part of a
Prepayment Charge unless in connection with a Mortgage Loan that is in default
or for which a default is reasonably foreseeable.

         (b) The information set forth in the Prepayment Charge Schedule
(including the prepayment charge summary attached thereto) is complete, true and
correct in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms (except to the extent that the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally)
under applicable state law.

         (c) Upon discovery by the Seller, the Servicer or a Responsible Officer
of the Trustee of a breach of the foregoing, which materially and adversely
affects the right of the Holders of the Class P Certificates to any Prepayment
Charge, the party discovering such breach shall give prompt written notice to
the other parties. Within 60 days of the earlier of discovery by the Servicer or
the Seller, as the case may be, or receipt of notice by the Servicer or the
Seller, as the case may be, of a breach of clause (a) or (b) above, then in the
case of clause (a) above the Servicer shall cure such breach in all material
respects and in the case of clause (b) above the Seller shall cure such breach
in all material respects. If the covenant in clause (a) above is breached, the
Servicer must pay into the Collection Account the amount of the waived
Prepayment Charge. If the representation in clause (b) above is breached, in
addition to any rights the Trustee and the Certificate Insurer may have
hereunder, the Seller must pay into the Collection Account the amount of the
scheduled Prepayment Charge, less any amount previously collected and paid by
the Servicer into the Collection Account.

         Section 3.23. CLAIMS UPON THE PMI POLICY. The Servicer shall, on behalf
of the Trust, prepare and file in a timely basis with the PMI Insurer, with a
copy to the Trustee and the Certificate Insurer, all claims that may be made
under the PMI Policy with respect to PMI Mortgage Loans. Consistent with its
rights and obligations hereunder, the Servicer shall take all

                                      -81-
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actions required under the PMI Policy as a condition to the payment of any such
claim. Any amount received from the PMI Insurer with respect to any PMI Mortgage
Loan shall be deposited by the Servicer, not later than the Business Day
following receipt thereof, into the Certificate Account for distribution on the
related Distribution Date as part of Liquidation Proceeds for the related
Mortgage Loan Group.

                                   ARTICLE IV
                                REMITTANCE REPORT

         Section 4.01 SERVICER REMITTANCE REPORT. With respect to each
Distribution Date, not later than the fifth Business Day prior to the related
Deposit Date the Servicer shall deliver to the Trustee, the Seller and the
Certificate Insurer a computer-readable magnetic tape or disk containing the
Servicer Remittance Report detailing the payments and collections received in
respect of the Mortgage Loans in each Mortgage Loan Group during the immediately
preceding Collection Period. The computer-readable magnetic tape or disk shall
include loan-by-loan information that specifies account number, borrower name,
outstanding principal balance and activity since the last Distribution Date.
Such tape shall be in the form and have the specifications as may be agreed to
among the Servicer, the Trustee, the Seller and the Certificate Insurer from
time to time and shall include information concerning original loan-to-value
ratios, the lien positions of and number of days contractually delinquent of the
Mortgage Loans and information necessary to calculate Delinquency Rate Events,
Cumulative Loss Rate Events, Rolling Loss Rate Events and Targeted
Overcollateralization Amounts.

         In addition to the foregoing, the Servicer shall provide the Trustee,
the Seller and the Certificate Insurer at the time the tape is delivered to the
Trustee a Liquidation Report with respect to each Mortgage Loan that became a
Liquidated Mortgage Loan during the related Collection Period substantially in
the form of Exhibit I hereto.

         Section 4.02 TRUSTEE DISTRIBUTION DATE STATEMENT. The Trustee shall,
not later than the Business Day prior to each Deposit Date, furnish by telecopy
to the Servicer, the Seller and the Certificate Insurer a statement derived from
information on the Servicer Remittance Report that sets forth the following
information for the Offered Certificates relating to the next succeeding
Distribution Date:

                  (a) the total amount of payments in respect of or allocable to
         interest on the Mortgage Loans received or deemed to have been received
         from the related Mortgagors by the Servicer during such Collection
         Period (including any net income from REO Properties received during
         the related Collection Period);

                  (b) the aggregate amount of all Principal Prepayments received
         from the related Mortgagors by the Servicer during such Collection
         Period;

                  (c) the aggregate amount of all Principal Payments received or
         deemed to have been received from the related Mortgagors by the
         Servicer during such Collection Period;

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<PAGE>

                  (d) the total amount of Payments Ahead received during the
         related Collection Period;

                  (e) the aggregate of any Trust Insurance Proceeds received by
         the Servicer during such Collection Period;

                  (f) the aggregate of any Net Liquidation Proceeds received by
         the Servicer during such Collection Period;

                  (g) the total amount of Compensating Interest payments to be
         paid by the Servicer pursuant to Section 3.08;

                  (h) the aggregate Purchase Prices for (i) any Defective
         Mortgage Loans that the Seller is required to repurchase on the related
         Deposit Date pursuant to Section 2.03 or 2.05 and (ii) any Mortgage
         Loan that the Servicer is required to purchase on the related Deposit
         Date pursuant to Section 3.01 or 3.06;

                  (i) any amounts required to be deposited by the Seller on the
         related Deposit Date in connection with the substitution of a Qualified
         Replacement Mortgage Loan pursuant to Section 2.03 or 2.05;

                  (j) the amount of Monthly Advances to be made by the Servicer
         pursuant to Section 5.02(a);

                  (k) the related Monthly Servicing Fee attributable to the
         Mortgage Loans in the related Mortgage Loan Group;

                  (l) the amount of Monthly Advances reimbursable to the
         Servicer in such Collection Period pursuant to Section 5.02(a) and not
         previously reimbursed;

                  (m) the amount of any Servicing Advance made by the Servicer
         pursuant to Section 5.02(b) and not previously reimbursed;

                  (n) the amount of any Interest Shortfall for the related
         Distribution Date;

                  (o) the number and Principal Balance of Mortgage Loans in each
         Mortgage Loan Group that, as of the end of the preceding calendar month
         were (i) 30 or more days contractually delinquent, (ii) 60 or more days
         contractually delinquent, (iii) 90 or more days contractually
         delinquent, (iv) in foreclosure, (v) as to which the Mortgagor is in
         bankruptcy to the knowledge of the Servicer, or (vi) as to which the
         related Mortgaged Property was an REO Property;

                  (p) the dollar amount of (i) claims paid by the PMI Insurer
         under the PMI Policy as of the related Distribution Date as reported by
         the Servicer and (ii) the claims denied by

                                      -83-
<PAGE>

         the PMI Insurer under the PMI Policy as of the related Distribution
         Date as reported by the Servicer;

                  (q) Prepayment Charges collected for the related Distribution
         Date; and

                  (r) the Pass-Through Rates for each Class of Offered
         Certificates.

                                    ARTICLE V
                  PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

         Section 5.01 DISTRIBUTIONS. (a) On each Distribution Date, the Trustee
shall distribute to each Certificateholder of record on the related Record Date
(other than as provided in Section 10.01 respecting the final distribution to
Certificateholders if the termination of the Trust is in connection with a
purchase of the assets of the Trust by the Servicer pursuant to Section 10.01)
by check or money order mailed to such Certificateholder at the address
appearing in the Certificate Register, or upon written request by a Holder of a
Certificate, by wire transfer (in the event such Certificateholder owns of
record one or more Certificates that have principal denominations aggregating at
least $5,000,000 and has given the Trustee, at least five Business Days prior to
the related Record Date, written instruction for making such wire transfer to a
bank account maintained in the United States), or by such other means of payment
as such Certificateholder and the Trustee shall agree, such Certificateholder's
Percentage Interest of the amounts (to the extent applicable to the Class of
such Holder's Certificate) and in the following orders of priority with respect
to each Mortgage Loan Group. Notwithstanding such priorities, the aggregate of
amounts distributed on all Distribution Dates in reduction of the Certificate
Principal Balance of any Class shall not exceed the Certificate Principal
Balance of such Class as of the Closing Date.

                  (b) On each Distribution Date, the Trustee shall withdraw the
         Available Funds for each Mortgage Loan Group from the Certificate
         Account and apply such amounts in the following order of priority, in
         each case, to the extent of the funds remaining therefor:

                           1. Concurrently, to the Trustee, the Trustee Fee; to
                  the Servicer, the Monthly Servicing Fee and the applicable PMI
                  Insurer Premium, if any, paid by the Servicer (in each case to
                  the extent not otherwise reimbursed from the Collection
                  Account); to the PMI Insurer, the PMI Insurer Premium, if any
                  (to the extent not paid by the Servicer); and to the
                  Certificate Insurer, the Certificate Insurer Premium, in each
                  case for such Mortgage Loan Group and Distribution Date.

                           2. Concurrently, to the Class of Offered Certificates
                  in the related Certificate Group, the related Accrued
                  Certificate Interest and Interest Carry Forward Amount for
                  such Class of Certificates for such Distribution Date.

                           3. To the Class of Offered Certificates in the
                  related Certificate Group, an amount up to the related
                  Principal Distribution Amount as follows:

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<PAGE>

                                    A. Fixed Rate Group in the following order
                           of priority:

                                             (i) to the Class A-6F Certificates,
                                    the Class A-6F Lockout Distribution Amount,
                                    until the Certificate Principal Balance
                                    thereof has been reduced to zero; and

                                             (ii) sequentially, to the Class
                                    A-1F, Class A-2F, Class A-3F, Class A-4F,
                                    Class A-5F and Class A-6F Certificates, in
                                    that order, until the respective Class
                                    Certificate Principal Balances thereof have
                                    been reduced to zero;

                           Notwithstanding the priorities set forth in this
                  clause A, if a Certificate Insurer Default has occurred and is
                  continuing, the Fixed Rate Group Principal Distribution Amount
                  will be distributed concurrently to each Class of Fixed Rate
                  Group Certificates on a PRO RATA basis in accordance with
                  their respective Class Certificate Principal Balances.

                                    B. Adjustable Rate Group I:

                                             The Adjustable Rate Group I
                                    Principal Distribution Amount to the Class
                                    A-V1 Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero.

                                    C. Adjustable Rate Group II:

                                             The Adjustable Rate Group II
                                    Principal Distribution Amount to the Class
                                    A-V2 Certificates, until the Certificate
                                    Principal Balance thereof has been reduced
                                    to zero.

                           4. To the Certificate Insurer, any amounts owing
                  under the Insurance Agreement.

                           5. To the Holders of Certificates in either or both
                  of the other Certificate Groups, the amount of any applicable
                  Available Funds Shortfall for such other Certificate Group or
                  Groups, allocated pursuant to subsection (c) below.

                           6. To the Class of Offered Certificates in the
                  related Certificate Group then entitled to distributions of
                  principal pursuant to clauses 3.A, 3.B and 3.C above, an
                  amount up to the Extra Principal Distribution Amount for such
                  Certificate Group and Distribution Date until the related
                  Targeted Overcollateralization Amount is reached, allocated in
                  the same order of priority as provided in clause 3 above
                  (except that with respect to clause 3.A(i), only to the
                  extent of any unpaid Class A-6F Lockout Distribution Amount).

                                      -85-
<PAGE>

                           7. To the Class of Offered Certificates in either or
                  both of the other Certificate Groups then entitled to
                  distributions of principal pursuant to clauses 3.A, 3.B and
                  3.C above, any applicable Target Deficiency for such
                  Certificate Group or Groups remaining after the distributions
                  pursuant to clause 6 above, allocated pursuant to subsection
                  (c) below (except that with respect to clause 3.A(i), only
                  to the extent of any unpaid Class A-6F Lockout Distribution
                  Amount).

                           8. To fund a distribution to Class C
                  Certificateholders of the Class C Distribution Amount plus any
                  Class C Carryforward Amount; provided that, pursuant to
                  Section 3.21 hereof, on any Distribution Date as to which
                  there is any unpaid Supplemental Interest Amount, the Trustee
                  will deposit from amounts that would otherwise be
                  distributable to the Class C Certificateholders funds into the
                  Supplemental Interest Reserve Fund for immediate application
                  pursuant to this clause of the distribution of the related
                  Supplemental Interest Amount to the Class A-V1 or Class A-V2
                  Certificates, in proportion to their respective Supplemental
                  Interest Amounts, and such deposit will constitute payment in
                  full of and satisfaction of all obligations hereunder to
                  distribute amounts equal to the related Supplemental Interest
                  Amounts to the Class C Certificateholders, including for
                  purposes of Section 9.16, and the Trustee, the Servicer and
                  the Class C Certificateholders agree hereby appropriately to
                  report any deposit of Supplemental Interest Amounts as if
                  corresponding distributions had been made to the Class C
                  Certificateholders for federal income tax and accounting
                  purposes with respect to the Class C Distribution Amount and
                  Class C Carryforward Amount. (All distributions or deemed
                  distributions with respect to the Class C Distribution Amount
                  and Class C Carryforward Amount shall be applied first to the
                  interest components of such amounts and second to reduce the
                  Class C Certificate Principal Balance).

                           9. To the Class R Certificates, the remainder.

                  (c) If the Available Funds for one or more Mortgage Loan
         Groups is available to be allocated against an Available Funds
         Shortfall or a Target Deficiency for one or both of the other Mortgage
         Loan Groups pursuant to clauses (b) 5. and 7. above, the Trustee shall
         allocate such amounts as follows:

                  (i)      if an Available Funds Shortfall or a Target
                           Deficiency exists for only one Mortgage Loan Group
                           and excess Available Funds exist for only one
                           Mortgage Loan Group, the Trustee shall allocate such
                           excess Available Funds to the Mortgage Loan Group
                           with the Available Funds Shortfall or Target
                           Deficiency up to the amount of such Available Funds
                           shortfall or Target Deficiency;

                  (ii)     if an Available Funds Shortfall or a Target
                           Deficiency exists for only one Mortgage Loan Group
                           and excess Available Funds exists for both other
                           Mortgage Loan Groups, the Trustee shall allocate the
                           excess Available Funds from such other Mortgage Loan
                           Groups sequentially, FIRST if the

                                      -86-
<PAGE>

                           Fixed Rate Group has such excess Available Funds from
                           the Fixed Rate Group up to the amount of such
                           Available Fund shortfall or Target Deficiency, until
                           its excess Available Funds have been reduced to zero,
                           SECOND if the Adjustable Rate Group I has such excess
                           Available Funds, from Adjustable Rate Group I up to
                           the amount of such Available Fund shortfall or Target
                           Deficiency, until its excess Available Funds have
                           been reduced to zero and THIRD if the Adjustable Rate
                           Group II has such excess Available Funds, from
                           Adjustable Rate Group II up to the amount of such
                           Available Fund shortfall or Target Deficiency, until
                           its excess Available Funds have been reduced to zero,
                           as applicable;

                  (iii)    if an Available Funds Shortfall or a Target
                           Deficiency exists for two Mortgage Loan Groups and
                           excess Available Funds for the other Mortgage Loan
                           Group is insufficient to cover the Available Funds
                           Shortfall or Target Deficiency for the two Mortgage
                           Loan Groups, the Trustee shall allocate the excess
                           Available Funds up to the amount of such Available
                           Fund shortfall or Target Deficiency, PRO RATA, based
                           upon the amounts of such Available Funds Shortfall or
                           Target Deficiency Amount.

         with respect to amounts allocated pursuant to this subsection (c),
         excess Available Funds shall be allocated first to amounts in respect
         of interest, and then to amounts in respect of principal.

                  (d) With respect to any Distribution Date, in the event of an
         Insured Payment, the Trustee shall make such payments from the amount
         drawn under the Certificate Insurance Policy for such Distribution Date
         pursuant to Section 5.01. Any Insured Payment not required to make
         distributions pursuant to Section 5.01 shall be returned to the
         Certificate Insurer. The Trustee shall allocate any Insured Payment
         first to any Accrued Certificate Interest remaining unpaid after giving
         effect to all distributions pursuant to Section 5.01(b) and second to
         the payment of each Class' applicable Coverage Deficit.

                  (e) 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 Supplemental Interest Reserve
         Fund the amounts described in Section 3.21 on each Distribution Date as
         to which there is any Supplemental Interest 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.

                  (f) On each Distribution Date, the Trustee shall make
         distributions to the Holders of the Class P Certificates of all
         Prepayment Charges on deposit in the Certificate Account with respect
         to the Mortgage Loans in each Mortgage Loan Group during the related
         Collection Period. Such Prepayment Charges will not be available for
         distributions to the Holders of the other Classes of Certificates and
         shall not reduce the Class P

                                      -87-
<PAGE>

         Certificate Principal Balance. If at any time the Pool Balance is
         $15,000 or less, the Trustee shall withdraw a portion of the Class P
         Deposit from the Certificate Account and apply such amount to the Class
         P Certificate Principal Balance such that the remaining Class P Deposit
         is always less than 0.66% of the sum of the Pool Balance and the
         remaining Class P Deposit. After all of the Certificates (other than
         the Class P Certificates) have been paid in full, the Trustee shall
         withdraw the remaining Class P Deposit from the Certificate Account and
         apply such amount to reduce the Class P Certificate Principal Balance
         to zero.

                  Notwithstanding any of the foregoing, the aggregate of amounts
         distributed on all Distribution Dates in reduction of the Certificate
         Principal Balance of any Class of Certificates shall not exceed the
         Certificate Principal Balance of such Class as of the Closing Date.

                  Amounts to be paid to the Certificate Insurer by the Trustee
         under this Agreement will be paid by wire transfer of same day funds.

         Section 5.02 MONTHLY ADVANCES; SERVICING ADVANCES.

         (a) On or before each Deposit Date, the Servicer will deposit in the
Certificate Account in respect of each Mortgage Loan Group, in same day funds,
an amount, if any (a "Monthly Advance"), equal to the sum of (i) with respect to
all Mortgage Loans that are delinquent as of the close of business on the
related Determination Date, the aggregate of the interest portions of each
Monthly Mortgage Payment in respect of the related Mortgage Loan Group due
during the related Collection Period (net of the aggregate of the Monthly
Servicing Fees for each Mortgage Loan Group attributable to such Mortgage
Loans), inclusive of those amounts representing the interest portions of Monthly
Mortgage Payments due during the first Collection Period, plus (ii) with respect
to each Mortgaged Property that was acquired in foreclosure or similar action
(each, an "REO Property") during or prior to the related Collection Period and
as to which a final sale did not occur during the related Collection Period, an
amount equal to the excess, if any, of interest on the Principal Balance of such
REO Property at the related Mortgage Loan Rate (net of the Monthly Servicing Fee
attributable to such REO Property) over the net income from such REO Property
transferred to the Collection Account or the Certificate Account, as the case
may be, for such Distribution Date; PROVIDED, HOWEVER, that in no case will the
Servicer be required to make advances with respect to any period or portion of
any Collection Period following (i) the final due date with respect to any
Mortgage Loan and (ii) to the extent that the Servicer reasonably believes that
the amount of such advance will not be recoverable from subsequent collections
on the related Mortgage Loan or from Liquidation Proceeds from the related
Mortgage Loan in the event such Mortgage Loan is liquidated.

         The Servicer shall be permitted to fund all or a portion of any Monthly
Advance required to be made on a Deposit Date on any Business Day and to
reimburse itself for any Monthly Advance paid from the Servicer's own funds out
of amounts on deposit in the Collection Account in respect of collections on any
Mortgage Loan in the related Mortgage Loan Group that are not required to be
deposited on such Deposit Date in the Certificate Account as any portion of
Available Funds for such Mortgage Loan Group and the related Distribution Date;
PROVIDED,

                                      -88-
<PAGE>

HOWEVER, that the Servicer shall be required to replace any such amounts by
deposit to the Collection Account on or before the next Deposit Date and the
amount of such deposit shall thereafter be considered a Monthly Advance for
purposes of reimbursement under this Agreement. The Servicer may recover Monthly
Advances made from its own funds (i) from the Mortgagor on whose behalf such
Monthly Advance was made and from collections on the related Mortgage Loan,
including Liquidation Proceeds, Insurance Proceeds and such other amounts as may
be collected by the Servicer from the Mortgagor or otherwise relating to the
Mortgage Loan and (ii) in the case of a Monthly Advance that the Servicer
reasonably believes will not be recoverable from the related Mortgage Loan, from
collections or recoveries on any Mortgage Loan in the related Mortgage Loan
Group, in each case prior to the payment of such amounts to the Collection
Account or to any other party to this Agreement.

         (b) The Servicer shall from time to time during the term of this
Agreement make such Servicing Advances as the Servicer shall deem appropriate or
advisable under the circumstances and are required pursuant to the terms of this
Agreement; PROVIDED, HOWEVER, that in no case will the Servicer be required to
make Servicing Advances with respect to any Mortgage Loan to the extent that the
Servicer reasonably believes that the amount of such advance will not be
recoverable from subsequent collections on the related Mortgage Loan or from
Liquidation Proceeds from the related Mortgage Loan in the event such Mortgage
Loan is liquidated. Servicing Advances may be paid by the Servicer out of
amounts on deposit in the Collection Account in respect of the related Mortgage
Loan Group from time to time; PROVIDED, HOWEVER, that the Servicer shall be
required to replace any such amounts by deposit to the Collection Account in
respect of the related Mortgage Loan Group on or before the first Deposit Date
occurring after the payment of a Servicing Advance with such amounts, and the
amount of such deposit shall thereafter be considered a Servicing Advance for
purposes of reimbursement under this Agreement. The Servicer may recover
Servicing Advances made from its own funds (i) from the Mortgagor on whose
behalf such Servicing Advance was made and from collections on the related
Mortgage Loan, including Liquidation Proceeds, Insurance Proceeds and such other
amounts as may be collected by the Servicer from the Mortgagor or otherwise
relating to the Mortgage Loan and (ii) in the case of a Servicing Advance that
subsequent to the date the advance was made the Servicer reasonably believes
that such advance will not be recoverable from the related Mortgage Loan, from
collections or recoveries on any Mortgage Loan in the related Mortgage Loan
Group, in each case prior to the payment of such amounts to the Collection
Account or to any other party to this Agreement.

         Section 5.03 STATEMENTS TO CERTIFICATEHOLDERS. Concurrently with each
distribution charged to the Certificate Account on a Distribution Date the
Trustee shall forward to the Certificate Insurer and each Rating Agency and
shall mail to each Holder of a Certificate, a written statement setting forth
the following information with respect to the applicable subclass of Offered
Certificates to which such statement (a "Statement to Certificateholders")
relates:

                  (a) the amount of the distribution with respect to each Class
         of Certificates (based on a Certificate in the Original Principal
         Amount of $1,000);

                                      -89-
<PAGE>

                  (b) the amount of such distribution allocable to principal on
         the related Mortgage Loans in each Mortgage Loan Group, separately
         identifying the aggregate amount of any Prepayments or other recoveries
         of principal included therein;

                  (c) the amount of such distribution allocable to interest on
         the related Mortgage Loans in each Mortgage Loan Group separately
         identifying the aggregate amount of any prepayment or other recoveries
         of principal included therein;

                  (d) the Accrued Certificate Interest and Interest Carry
         Forward Amount for each Class of Certificates;

                  (e) the outstanding Certificate Principal Balance of each
         Class of Offered Certificates (based on a Certificate in the Original
         Principal Amount of $1,000) that will be outstanding after giving
         effect to any payment of principal on such Distribution Date;

                  (f) the aggregate of the Principal Balances of all Mortgage
         Loans after giving effect to any payments of principal on such
         Distribution Date by Mortgage Loan Group and for the entire Trust, and
         each Group Factor;

                  (g) based upon information furnished by the Servicer, such
         information as may be required by Section 6049(d)(7)(C) of the Code and
         the regulations promulgated thereunder to assist the Certificateholders
         in computing their market discount;

                  (h) the total of all amounts paid by the Seller and the
         Servicer during the related Collection Period in connection with
         purchases or repurchases from the Trust of Mortgage Loans and
         substitutions for Mortgage Loans of Qualified Replacement Mortgage
         Loans with respect to each Mortgage Loan Group and by reason for such
         purchase;

                  (i) the weighted average Mortgage Loan Rate of the Mortgage
         Loans in each Mortgage Loan Group;

                  (j) whether a Delinquency Rate Event, a Cumulative Loss Rate
         Event or a Rolling Loss Rate Event has occurred and, if so, what event;

                  (k) the amount of any Extra Principal Distribution Amount
         included in such distribution;

                  (l) the related Overcollateralization Amount and Targeted
         Overcollateralization Amount, Realized Losses, the Loss Percentage, the
         Annual Loss Percentage and the Delinquency Percentage for each Mortgage
         Loan Group;

                  (m) the amount, if any, of Insured Payments distributable to
         each Class of Certificates on such Distribution Date, the Certificate
         Insurer Premium paid on such Distribution Date, and the aggregate
         amount of Insured Payments, interest thereon and

                                      -90-
<PAGE>

         previously unpaid Certificate Insurer Premiums paid on such
         Distribution Date and remaining to be paid on such Distribution Date or
         any future Distribution Date;

                  (n) the amount of any Supplemental Interest Amounts paid and
         remaining unpaid as of such Distribution Date;

                  (o) the Capitalized Interest Requirement and amounts remaining
         in the Prefunding Account each as of such Distribution Date;

                  (p) the amount of any draw to be made on the PMI Policy on the
         related Distribution Date, and the amounts to be paid to the PMI
         Insurer, if any, as of such Distribution Date in respect of the PMI
         Insurer Premium with respect to each Mortgage Loan Group;

                  (q) with respect to each Mortgage Loan Group, the number of
         Mortgage Loans in each Mortgage Loan Group and the aggregate of their
         Principal Balances as a percentage of the Fixed Rate Group Balance,
         Adjustable Rate Group I Balance or Adjustable Rate Group II Balance, as
         appropriate, that as of the end of the immediately preceding calendar
         month are (i) 30 to 59 days delinquent, (ii) 60 to 89 days delinquent,
         (iii) 90 or more days delinquent, (iv) the subject of bankruptcy
         proceedings (to the actual knowledge of the Servicer), (v) in
         foreclosure and (vi) as to which the related Mortgaged Property is REO
         Property;

                  (r) the Certificate Principal Balance of each Class of
         Certificates then outstanding after giving effect to all payments or
         principal on such Distribution Date; and

                  (s) such other information as the Certificate Insurer may
         reasonably request to the extent such information is available to the
         Trustee from the Servicer and is produced by the Servicer in the
         ordinary course of the Servicer's business.

         In the case of information furnished pursuant to subclauses (a), (b),
(c) and (d) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 principal denomination.

         Within 90 days after the end of each calendar year, the Trustee shall
mail such report to Morgan Stanley & Co. Incorporated, 1585 Broadway, New York,
New York 10036, Attention: Mortgage Finance (which report shall include, in
addition to the information contained in reports to others hereunder, the total
amount of interest on the Mortgage Loans for the period covered by such report),
and to each Person who at any time during the calendar year was an Offered
Certificateholder, a statement for each Certificateholder containing the
information set forth in subclauses (a) through (c) above, aggregated for such
calendar year or, in the case of each Person who was an Offered
Certificateholder for a portion of such calendar year, setting forth such
information for each month thereof for the portion of the year during which such
Person was a Certificateholder. The Servicer shall provide any other information
necessary in order to report income in respect of the Certificateholders for
federal income tax purposes.

                                      -91-
<PAGE>

         Section 5.04 THE CERTIFICATE INSURER; USE OF INFORMATION. The Company
and the Trustee on behalf of Certificateholders and the Trust (the "Trust
Parties") hereby authorize the Certificate Insurer to include the information
contained in reports provided to the Certificate Insurer hereunder (the
"Information") on Bloomberg, or in other electronic or print information
services. The Trust Parties agree not to commence any actions or proceedings, or
otherwise assert any claims, against the Certificate Insurer or its Affiliates
or any of the Certificate Insurer or the Certificate Insurer Parties, arising
out of, or related to or in connection with the dissemination and/or use of any
information by the Certificate Insurer as contemplated in this Section 5.04,
including, but not limited to, claims based on allegations of inaccurate,
incomplete or erroneous transfer of information by the Certificate Insurer to
Bloomberg or otherwise (other than in connection with the Certificate Insurer's
gross negligence or willful misconduct). The Trust Parties waive their rights to
assert any such claims against the Certificate Insurer Parties and fully and
finally release the Certificate Insurer Parties from any and all such claims,
demands, obligations, actions and liabilities (other than in connection with the
Certificate Insurer's gross negligence or willful misconduct). The Certificate
Insurer makes no representations or warranties, expressed or implied, of any
kind whatsoever with respect to the accuracy, adequacy, timeliness,
completeness, merchantability or fitness for any particular purpose of any
Information in any form or manner. The Certificate Insurer reserves the right at
any time to withdraw or suspend the dissemination of the Information by the
Certificate Insurer. The authorizations, covenants and obligations of the Trust
Parties under this section shall be irrevocable and shall survive the
termination of this Agreement.

                                   ARTICLE VI
                                THE CERTIFICATES

         Section 6.01 THE CERTIFICATES.

         (a) The Certificates shall be substantially in the forms set forth in
Exhibits A-1, A-2, A-3, B-1, B-2 and B-3 hereto, and shall, on original issue,
be executed and delivered by the Trustee on behalf of the Trust, not
individually but solely as Trustee to or upon the order of the Seller
concurrently with the sale and assignment to the Trustee of the Trust.

         (b) The Book-Entry Certificates will be evidenced by one or more
certificates, beneficial ownership of which will be held in minimum dollar
denominations of $1,000 and integral multiples of $1 in excess thereof. The
Class P Certificates, the Class R-I Certificate and the Class R-II Certificate
shall be issuable solely as single certificates evidencing the entire Percentage
Interests of the Class P Certificates, the Class R-I Certificates and the Class
R-II Certificates, respectively, and the Class C Certificates shall be initially
issued as a single certificate evidencing the entire Percentage Interest
thereof.

         (c) The Certificates shall be executed by manual or facsimile signature
by the Trustee on behalf of the Trust (not in its individual capacity but solely
as Trustee) by an authorized officer of the Trustee. 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

                                      -92-
<PAGE>

shall bind the Trust, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the countersigning 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 signature
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. The textual
supplement entitled "Statement of Insurance" supplied to the Sponsor by the
Certificate Insurer shall be attached to each Offered Certificate.

         Section 6.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

         (a) The Trustee 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 Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.

         Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to the
foregoing paragraph and upon satisfaction of the conditions set forth in Section
6.02(b) and (c), the Trustee shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates
of the same Class and of a like aggregate Percentage Interest.

         At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of the same Class and of a
like aggregate Percentage Interest, 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, authenticate and deliver the
Certificates that the Certificateholder making the exchange is entitled to
receive.

         Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Company or the Trustee) be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder thereof or his attorney duly authorized in
writing.

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

         All Certificates surrendered for transfer or exchange shall be canceled
by the Trustee in accordance with its standard procedures.

         (b) No transfer of a Class R Certificate shall be made unless, as
evidenced by an Opinion of Counsel and Transfer Affidavit delivered to the
Trustee, each in form and substance

                                      -93-
<PAGE>

satisfactory to the Trustee, such transfer is not subject to registration under
the Securities Act or any applicable state securities laws. Any such Opinion of
Counsel and Transfer Affidavit shall not be obtained at the expense of the
Trustee, the Trust, the Seller or the Servicer. The Holder of a Class R
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee, the Certificate Insurer, the Seller and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with the Securities Act and such state laws. Neither the
Seller, the Servicer nor the Trustee or the Trust is under an obligation to
register the Class R Certificates under the Securities Act or any state
securities law.

         The Class R Certificates, this Agreement and related documents may be
amended or supplemented from time to time to modify restrictions on and
procedures for resale and other transfer of such Class R Certificate to reflect
any change in applicable law or regulation (or the interpretation thereof) or
practices relating to the resale or transfers of restricted securities
generally.

         No legal or beneficial interest in all or any of the Class R
Certificates may be transferred directly or indirectly to: (i) a Disqualified
Organization or an agent of a Disqualified Organization (including a broker,
nominee or middleman), (ii) to an entity that holds REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (a
"Book-Entry Nominee"), (iii) an individual, corporation, partnership or other
Person unless such transferee (A) is not a Foreign Person or (B) is a Foreign
Person that will hold such Class R Certificate in connection with the conduct of
a trade or business within the United States and has furnished the transferor
and the Trustee with, and agrees to periodically furnish in accordance with
Treasury regulations, an effective Internal Revenue Service Form 4224 (or any
applicable successor form) or (C) is a Foreign Person that has delivered (at the
expense of the transferee) to both the transferor and the Trustee an opinion of
a nationally recognized tax counsel to the effect that the transfer of the Class
R Certificate to it is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such transfer of the Class R
Certificate will not be disregarded for federal income tax purposes (any such
Person who is not covered by clause (A), (B) or (C) above being referred to
herein as a "Non-permitted Foreign Holder") or (iv) to an ERISA Plan or an
entity, including an insurance company separate account or general account,
whose underlying assets include ERISA Plan assets by reason of an ERISA Plan's
investment in the entity or a Person investing the assets of an ERISA Plan or
such an entity, whether as nominee, trustee, agent or otherwise (such plan,
entity or Person, an "ERISA Prohibited Holder"), and any such purported transfer
shall be void and have no effect.

         The Trustee shall not execute, and shall not authenticate and deliver,
a new Class R Certificate in connection with any registration of transfer to a
Person known to a Responsible Officer of the Trustee to be a Disqualified
Organization or agent thereof (including a broker, nominee or middleman), to a
Book-Entry Nominee, a Non-permitted Foreign Holder or an ERISA Prohibited
Holder, and the Trustee shall not accept a surrender for the registration of
transfer or register the transfer of, any Class R Certificate, unless the
transferor shall have provided to the Trustee a Transfer Affidavit substantially
in the form attached as Exhibit G hereto, signed by the transferee, to the
effect that the transferee is not a Disqualified Organization

                                      -94-
<PAGE>

and is not a nominee for a beneficial owner of the Class R Certificate from
which the transferee has not received a substantially similar affidavit, a
Book-Entry Nominee, a Non-permitted Foreign Holder or an ERISA Prohibited
Holder. Such Transfer Affidavit shall contain (i) the consent of the transferee
to any such amendments of this Agreement as may be required to further
effectuate the foregoing restrictions on transfer of the Class R Certificates to
Disqualified Organizations, Book-Entry Nominees, Non-permitted Foreign Holders
or ERISA Prohibited Holders and (ii) a representation from the transferee that
such transferee does not have the intent or purpose to impede the assessment or
collection of any federal, state or local income taxes legally required to be
paid with respect to the Class R Certificates. Such Transfer Affidavit, if not
executed in connection with the initial issuance of the Class R Certificates,
also shall be accompanied by a Transferor Affidavit, substantially in the form
attached hereto as Exhibit K, signed by the transferor to the effect that as of
the time of the transfer, the transferor has no actual knowledge that such
affidavit is false and that the transferor does not have the intent or purpose
to impede the assessment or collection of any federal, state or local income
taxes legally required to be paid with respect to the Class R Certificate.

         Each Class R Certificate shall bear a legend referring to the foregoing
restrictions. Any Person acquiring the Class R Certificate, or beneficial
ownership thereof, agrees to give the Servicer written notice that it is a
"pass-through interest holder" within the meaning of Treasury Regulation Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring the Class R Certificate, or
beneficial ownership thereof, if it is, or is acquiring the Class R Certificate
on behalf of, a "pass-through interest holder."

         Upon notice to the Servicer that any legal or beneficial interest in
any Class R Certificate has been transferred, directly or indirectly, to a
Disqualified Organization in contravention of the foregoing restrictions or to a
pass-through entity as defined in the REMIC Provisions an interest of which is
held by a Disqualified Organization, the Servicer agrees to furnish to the
Internal Revenue Service and to any transferor of the Class R Certificate or
such agent or such pass-through entity such information as may be required to be
delivered thereto by the Code as necessary to the application of Code Section
860E(e) and described in Treasury regulations Section 1.860D-1(b)(5)(ii), or any
successor provision, including, but not limited to, the present value of the
total anticipated excess inclusions with respect to the Class R Certificate (or
portion thereof) for periods after such transfer. Such information shall be
provided in the manner described in Treasury regulations Section 1.860E-2(a)(5),
or any successor provision. At the election of the Servicer, the cost to the
Servicer of computing and furnishing such information may be charged to the
transferor or such agent referred to above; PROVIDED, HOWEVER, that the Servicer
shall in no event be excused from furnishing such information.

         The Class R Certificates, this Agreement and related documents may be
amended or supplemented from time to time to modify restrictions on and
procedures for resale and other transfer of the Class R Certificates to reflect
any change in applicable law or regulation (or the interpretation thereof) or
practices relating to the resale or transfer of restricted securities generally.

                                      -95-
<PAGE>

         (c) No transfer of a Class C Certificate, Class P Certificate or
beneficial interest therein shall be made unless the Trustee shall have received
(i) a letter from the transferor, substantially in the form attached hereto as
Exhibit M, and (ii) a representation letter from the transferee, substantially
in the form attached hereto as either Exhibit N-1 or Exhibit N-2, as applicable:

         Notwithstanding anything else to the contrary herein, any purported
transfer of a Class C Certificate, or a Class P Certificate or a beneficial
interest therein to or on behalf of an employee benefit plan subject to ERISA or
to the Code or a person acting on behalf of an ERISA Plan or using the assets of
an ERISA Plan to effect such transfer other than an insurance company purchasing
with funds from a general account not exempt pursuant to Prohibited Transaction
Class 95-60 shall be void and of no effect.

         To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any Class C Certificate or any Class P
Certificate that is in fact not permitted by Section 6.02(c) or for making any
payments due on such 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 transfer was registered by the Trustee in accordance with the
foregoing requirements.

         The Class C Certificates, the Class P Certificates, this Agreement and
related documents may be amended or supplemented from time to time to modify
restrictions on and procedures for resale and other transfer of such Class C
Certificates or a Class P Certificate to reflect any change in applicable law or
regulation (or the interpretation thereof) or practices relating to the resale
or transfers of restricted securities generally.

         (d) The Book-Entry Certificates shall, subject to Section 6.02(e), at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration thereof 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
the Certificates issued in book-entry form on the books of the Depository shall
be governed by applicable rules established by the Depository and the rights of
Certificate Owners with respect to Book-Entry Certificates shall be governed by
applicable law and agreements between such Certificate Owners and the
Depository, Depository Participants, and indirect participating firms; (iv) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants; (v) the Trustee shall deal with the Depository as
the authorized representative of the Certificate Owners of the Book-Entry
Certificates for all purposes including the making of payments due on the
Book-Entry Certificates and exercising the rights of Holders of Book-Entry
Certificates under this Agreement; (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository; (vii)
Certificate Owners shall not be entitled to certificates for the Book-Entry
Certificates and (viii) the Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by holders of
Book-Entry Certificates and give notice to the Depository of such record date.

                                      -96-
<PAGE>

         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 representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.

         (e) If (x)(i) the Company or the Depository advises the Trustee in
writing that the Depository is no longer willing, qualified or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Company is unable to locate a qualified successor, (y) the Company at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository or (z) after the occurrence of an Event of Default,
Certificate Owners representing not less than 51% of the aggregate Certificate
Principal Balance of the Book-Entry Certificates together advise the Trustee and
the Depository in writing that the continuation of a book-entry system through
the Depository is no longer in the best interests of the Certificate Owners, the
Trustee shall notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of definitive, fully
registered Certificates ("Definitive Certificates") to Certificate Owners
requesting the same. Upon surrender to the Trustee of such Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall issue the Definitive Certificates and the
expense of any such issuance shall be reimbursed by the Trust pursuant to
Section 9.05 and shall notify the Certificate Insurer of such event. Neither the
Company 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 all references
herein to obligations imposed upon or to be performed by the Depository shall be
deemed applicable with respect to such Definitive Certificates and the
Certificates as Certificateholders hereunder.

         (f) On or prior to the Closing Date, there shall be delivered to the
Trustee (as agent for the Depository) one certificate for each Class of
Book-Entry Certificates registered in the name of the Depository's nominee, Cede
& Co. The face amount of each such Certificate shall be equal to the Principal
Balance thereof. Each Certificate issued in book-entry form shall bear the
following legend:

         "Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer 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 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."

         Section 6.03 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a)
any mutilated Certificate is surrendered to the Trustee or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Trustee, the Servicer, the Seller
and the Certificate Insurer such security or indemnity as may be required by
them to

                                      -97-
<PAGE>

save each of them harmless, then, in the absence of notice to the Trustee that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
Class and Percentage Interest. Upon the issuance of any new Certificate under
this Section, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership of the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

         Section 6.04 PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Servicer, the Seller, the Trustee,
the Certificate Insurer and any of their respective agents may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and neither the Servicer, the Seller, the Trustee,
the Certificate Insurer nor any of their respective agents shall be affected by
notice to the contrary.

         Section 6.05 ACTIONS OF CERTIFICATEHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
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 except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and the Certificate Insurer and, when required, to
the Seller or the Servicer. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Seller, the Servicer and
the Certificate Insurer, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Certificateholder of any
such instrument or writing may be proved in any reasonable manner that the
Trustee deems sufficient.

         (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Trustee, the Seller or the Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.

                                   ARTICLE VII
                           THE SERVICER AND THE SELLER

         Section 7.01 LIABILITY OF THE SELLER AND THE SERVICER. The Seller and
the Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Seller and the
Servicer herein.

                                      -98-
<PAGE>

         Section 7.02 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SERVICER. Any corporation or other entity (i) into which the
Seller or the Servicer may be merged or consolidated, (ii) that may result from
any merger, conversion or consolidation to which the Seller or the Servicer
shall be a party, or (iii) that may succeed to all or substantially all of the
business of the Seller or the Servicer, which corporation or other entity shall,
in any case where an assumption shall not be effected by operation of law,
execute an agreement of assumption to perform every obligation of the Servicer
under this Agreement, shall be the successor to the Seller or the Servicer, as
the case may be, under this Agreement without the execution or filing of any
document or any further act by any of the parties to this Agreement; except that
if the Servicer is not the surviving entity, then the surviving entity shall
execute and deliver to the Trustee an agreement of assumption to perform every
obligation of the Servicer hereunder.

         Section 7.03 LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS.
Neither the Servicer nor any of its directors, officers, employees or agents
shall be under any liability to the Trustee, the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Servicer pursuant to this Agreement, or for errors in judgment; PROVIDED,
HOWEVER, that this provision shall not protect the Servicer or any such person
against any liability that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of the duties of the
Servicer or by reason of reckless disregard of the obligations and duties of the
Servicer hereunder. The Servicer and any director, officer, 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 shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement, and that in its
opinion may involve it in any expense or liability.

         Section 7.04 SERVICER NOT TO RESIGN. Subject to the provisions of
Section 7.02 regarding the merger or consolidation of the Servicer into or with
another entity, the Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that the performance of its
duties or obligations hereunder is no longer permissible under applicable law or
regulation or are in material conflict by reason of applicable law or regulation
with any other activities carried on by it at the date of this Agreement. Any
such determination permitting the resignation of the Servicer pursuant to this
Section shall be evidenced by an Opinion of Counsel to such effect delivered to
the Trustee and the Certificate Insurer. No resignation pursuant to this Section
7.04(a) shall become effective until the Trustee or a successor servicer shall
have assumed the responsibilities and obligations of the Servicer in accordance
with Section 8.02 or (b) shall relieve the Servicer of responsibility for any
obligations pursuant to this Agreement that specifically survive the resignation
or termination of the Servicer. Each of the Rating Agencies shall be given
written notice of a resignation of the Servicer pursuant to this Section.

         If, at the time the Servicer is removed or resigned and the Trustee
does not appoint a different successor servicer, then the Trustee shall become
the successor servicer.

                                      -99-
<PAGE>

         Upon the termination or resignation of the Servicer, the Servicer also
shall promptly (and in any event no later than 10 Business Days subsequent to
such termination or resignation) deliver or cause to be delivered to the Trustee
or successor servicer all the books and records (including, without limitation,
records kept in electronic form) that the Servicer has maintained for the
Mortgage Loans, including all tax bills, assessment notices, insurance premium
notices and all other documents as well as all original documents then in the
Servicer's possession. The Servicer may retain copies of any such books and
records.

         Any collections received by the Servicer after termination or
resignation shall be endorsed by it and remitted directly and immediately to the
Trustee or the successor servicer. The Servicer shall be entitled to receive the
Monthly Servicing Fee through the day on which it is terminated as Servicer
(which may be pro rated for a partial month).

         To the extent that the Servicer, at the time of its termination or
resignation, has therefore expended any amounts as Monthly Advances or Servicing
Advances with respect to any Mortgage Loan, which Monthly Advances or Servicing
Advances remain unreimbursed as of such date ("Unrecovered Advances") the
Servicer shall thereafter be entitled to receive from the successor servicer,
monthly, such information as may be generated by the successor servicer as may
be reasonably necessary to enable the Servicer to monitor the recovery of, and
collection efforts undertaken with respect to, the Unrecovered Advances, which
information will include details of collection activities, payment records and
trial balances. To the extent that the successor servicer receives any amounts
that relate to reimbursement for Unrecovered Advances made by the prior
Servicer, such amounts shall be remitted to the prior Servicer on the related
Distribution Date. To the extent that the Servicer, based upon the information
supplied by the successor servicer, believes that any discrepancies exist
between actual Unrecovered Advances received by the successor servicer and the
amounts forwarded to the Servicer as recovered Unrecovered Advances, the
Servicer and the successor servicer shall attempt in good faith to reconcile
such discrepancies.

         The Servicer agrees to cooperate reasonably with the successor servicer
in effecting the termination of the Servicer's servicing responsibilities and
rights hereunder and shall promptly provide to the successor servicer all
documents and records reasonably requested by it to enable it to assume the
Servicer's functions hereunder and shall promptly also transfer to the successor
servicer all amounts that then have been or should have been deposited in the
Collection Account, or that are thereafter received with respect to the Mortgage
Loans. The successor servicer shall not be held liable by reason of any failure
to make, or any delay in making, any distribution hereunder or any portion
thereof caused by (i) the failure of the Servicer to deliver, or any delay in
delivering, cash, documents or records to it, or (ii) restrictions imposed by
any regulatory authority having jurisdiction over the Servicer.

         The Servicer which is being terminated or is resigning shall give
notice to the Mortgagors of the transfer of the servicing to the successor
servicer. Said notice shall be a joint notice of servicing transfer in the form
required by applicable law.

                                     -100-
<PAGE>

         Section 7.05 MERGER OR CONSOLIDATION OF THE SELLER. Any corporation or
other entity (i) into which the Seller may be merged or consolidated, (ii) that
may result from any merger, conversion or consolidation to which the Seller
shall be a party, or (iii) that may succeed to all or substantially all of the
business of the Seller, which corporation or other entity shall, in any case
where an assumption shall not be effected by operation of law, execute an
agreement of assumption to perform every obligation of the Seller under this
Agreement, shall be the successor to the Seller hereunder without the execution
or filing of any document or any further act by any of the parties to this
Agreement, except that if the Seller in any of the foregoing cases is not the
surviving entity, then the surviving entity shall execute and deliver to the
Trustee an agreement of assumption to perform every obligation of the Seller
hereunder.

                                  ARTICLE VIII
                                     DEFAULT

         Section 8.01 EVENTS OF DEFAULT. If any one of the following events
(each an "Event of Default") shall occur and be continuing:

                  (a) Any failure by the Servicer to (i) make a required Monthly
         Advance on any Deposit Date or (ii) deposit in the Collection Account
         or the Certificate Account any other amount required to be deposited
         therein under this Agreement or failure to pay the Trustee Fee, which,
         in the case of a failure to make a required deposit to the Collection
         Account, continues unremedied for a period of five Business Days after
         the date upon which written notice of such failure shall have been
         given to the Servicer by the Trustee or the Certificate Insurer or to
         the Servicer, the Certificate Insurer and the Trustee by Holders of
         Certificates evidencing Voting Interests represented by all
         Certificates aggregating not less than 51%;

                  (b) Failure on the part of the Servicer duly to observe or
         perform in any material respect any other covenants or agreements of
         the Servicer set forth in the Certificates or in this Agreement, which
         failure (i) materially and adversely affects the Certificateholders or
         the Certificate Insurer and (ii) continues unremedied for a period of
         30 days after the date on which written notice of such failure (which
         notice shall refer specifically to this Section), requiring the same to
         be remedied, shall have been given to the Servicer by the Trustee or
         the Certificate Insurer, or to the Servicer, the Certificate Insurer
         and the Trustee by the Holders of Certificates evidencing Voting
         Interests represented by all Certificates aggregating not less than
         51%;

                  (c) 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, 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 consecutive days;

                                     -101-
<PAGE>

                  (d) The consent by the Servicer to the appointment of a
         trustee, conservator or receiver or liquidator in any bankruptcy,
         insolvency, readjustment of debt, marshalling of assets and liabilities
         or similar proceedings of or relating to the Servicer or of or relating
         to substantially all of its property; 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 bankruptcy,
         insolvency or reorganization statute, make an assignment for the
         benefit of its creditors, or voluntarily suspend payment of its
         obligations;

                  (e) The payment by the Certificate Insurer of any Insured
         Payment;

                  (f) For so long as the Company is the Servicer, failure on the
         part of the Seller duly to observe or perform in any material respect
         any covenants or agreements of the Seller set forth in the Certificates
         or in this Agreement, which failure (i) materially and adversely
         affects the Certificateholders or the Certificate Insurer and (ii)
         continues unremedied for a period of 30 days after the date on which
         written notice of such failure (which notice shall refer specifically
         to this Section), requiring the same to be remedied, shall have been
         given to the Servicer by the Trustee or the Certificate Insurer, or to
         the Servicer, the Certificate Insurer and the Trustee by the Holders of
         Certificates evidencing Voting Interests represented by all
         Certificates aggregating not less than 51%;

                  (g) The occurrence of a material default of the Servicer under
         this Agreement or the occurrence of a Servicer Rolling Delinquency
         Event, a Servicer Cumulative Loss Event or a Servicer Rolling Loss
         Event; or

                  (h) The occurrence of any merger or consolidation of the
         Servicer described in Section 7.02 following which the Servicer does
         not have a net worth of at least $10,000,000 determined in accordance
         with generally accepted accounting principles, unless the Certificate
         Insurer consents in writing thereto.

then, and in each and every such case, so long as such Event of Default shall
not have been remedied by the Servicer, either (1) the Certificate Insurer or
(2) with the prior written consent of the Certificate Insurer, either the
Trustee or the Holders of Certificates evidencing Voting Interests represented
by all Certificates aggregating not less than 51%, by notice then given in
writing to the Servicer with a copy to the Certificate Insurer, the Seller and
to the Trustee, may terminate all of the rights, responsibilities and
obligations of the Servicer as Servicer under this Agreement. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
servicer pursuant to and under this Section and Section 7.04 and, without
limitation, the successor servicer 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 the Mortgage
Loans and related documents, or otherwise. The Servicer agrees to cooperate with
the successor servicer in effecting the termination of its responsibilities and
rights as Servicer hereunder, including, without limitation, the transfer to the

                                     -102-
<PAGE>

successor servicer for the administration by it of all cash amounts that shall
at the time be held by the Servicer that have been deposited by the Servicer in
the Collection Account or the Certificate Account or thereafter received by the
Servicer with respect to the Mortgage Loans.

         All reasonable costs and expenses (including attorneys' fees) incurred
in connection with transferring the Mortgage Files to the successor servicer,
amending this Agreement to reflect the appointment of a successor as Servicer
pursuant to this Section 8.01 and Section 7.04 or otherwise in connection with
the assumption by the successor servicer of the duties of the predecessor
servicer hereunder shall be paid by the predecessor servicer upon presentation
of reasonable documentation of such costs and expenses.

         Section 8.01A RETENTION AND TERMINATION OF SERVICER. The Servicer
hereby covenants and agrees to act as such under this Agreement for an initial
term, commencing on the Closing Date and ending on March 31, 2001, which term
shall be extendible by the Certificate Insurer in its sole discretion (provided
that no Certificate Insurer Default has occurred and is continuing) for
successive terms of three calendar months each (or, pursuant to revocable
written standing instructions from time to time to the Servicer and the Trustee
for any specific number of terms greater than three), until the Certificates are
paid in full. Each such notice (including each notice pursuant to standing
instructions, which shall be deemed delivered at the end of successive quarterly
terms for so long as such instructions are in effect) (a "Servicing Extension
Notice") shall be delivered by the Certificate Insurer to the Trustee and the
Servicer. The Servicer hereby agrees that, as of the date hereof and upon its
receipt of any such Servicer Extension Notice, the Servicer shall become bound,
for the initial term beginning on the Closing Date and for the duration of the
term covered by such Servicer Extension Notice, to continue as the Servicer
subject to and in accordance with the other provisions of this Agreement. Until
such time as a Certificate Insurer Default shall have occurred and be
continuing, the Trustee agrees that if as of the fifteenth day prior to the last
day of any term of the Servicer the Trustee shall not have received any Servicer
Extension Notice from the Certificate Insurer, the Trustee will, within five
days after, give written notice of such non-receipt to the Certificate Insurer
and Servicer and the Servicer's term shall not be extended unless a Servicer
Extension Notice is received on or before the last day of such term.
Notwithstanding the foregoing, in the event a Certificate Insurer Default has
occurred and is continuing, the Servicer Extension Notice shall be deemed to
have been delivered as of last day of the current term of the Servicer and
extended until the next quarterly period.

         With respect to the initial term, the Seller shall act as Sub-Servicer
on behalf of the Servicer under this Agreement for a period commencing on the
Closing Date and ending on the date that the servicing is transferred by the
Seller to the Servicer. Any failure to effect such transfer of servicing on or
prior to March 1, 2001 shall constitute an "Event of Default" under this
Agreement.

         Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and
after the time the Servicer receives a notice of termination pursuant to Section
8.01 or if a Servicer Extension Notice has not been delivered, the Trustee,
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

                                     -103-
<PAGE>

and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof,
including without limitation, the obligation to make Monthly Advances and to pay
Compensating Interest. As compensation therefor, the Trustee 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 foregoing, unless
the Certificate Insurer previously shall have appointed a successor servicer, if
the Trustee shall be unwilling so to act, or the Trustee is legally unable so to
act, the Trustee with the consent of the Certificate Insurer and the Rating
Agencies may promptly appoint, or petition a court of competent jurisdiction to
appoint any established housing and home finance institution or any institution
that regularly services home equity loans that is then servicing a home equity
loan portfolio and having all licenses, permits and approvals required by
applicable law, and having a net worth of not less than $10,000,000 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
any such successor servicer shall be acceptable to the Certificate Insurer and
the Rating Agencies, which acceptance shall not be unreasonably withheld; and
PROVIDED FURTHER that the appointment of any such successor servicer will not
result in the qualification, reduction or withdrawal of the rating assigned to
any subclass of Offered Certificates by any Rating Agency. Pending appointment
of a successor to the Servicer hereunder, unless the Trustee is prohibited by
law from so acting, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that no
such compensation shall be in excess of that permitted the Servicer hereunder.
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The
appointment of a successor servicer shall not affect any liability of the
predecessor Servicer that may have arisen under this Agreement prior to its
termination as Servicer (including without limitation, any amount for a
deductible amount pursuant to the last sentence of Section 3.04), nor shall any
successor servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer or the Seller of any of its
representations or warranties contained herein or in any related document or
agreement. Each of the Rating Agencies shall be given written notice of the
appointment of a successor servicer pursuant to this Section.

         (b) The Trustee, shall be reimbursed for Transition Costs, if any,
incurred in connection with the assumption of responsibilities of the successor
servicer, upon receipt of documentation of such costs and expenses. The Trustee
shall have no claim against the Servicer, the Trustee, the Certificate Insurer,
any Certificateholder, the Trust or any other party to this Agreement for any
costs and expenses incurred in effecting such succession in excess of the amount
specified in the definition of "Transition Costs."

         Section 8.03 NOTIFICATIONS TO CERTIFICATEHOLDERS. Upon any termination
or appointment of a successor to the Servicer pursuant to this Article Eight,
the Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register, the
Certificate Insurer, the PMI Insurer and to each Rating Agency.

                                     -104-
<PAGE>

         Within 60 days of obtaining actual knowledge of the occurrence of any
Event of Default that remains uncured, the Trustee shall transmit by mail to all
Certificateholders notice of such Event of Default.

         Section 8.04 ASSUMPTION OR TERMINATION OF SUB-SERVICING AGREEMENTS BY
THE TRUSTEE OR ANY SUCCESSOR SERVICER. Upon the termination of the Servicer as
servicer under this Agreement, the Trustee as successor to the Servicer
hereunder or any other successor to the Servicer hereunder may, subject to the
terms of any Sub-Servicing Agreement, in its sole and absolute discretion elect
to assume or terminate any Sub-Servicing Agreement then in force and effect
between the Servicer and the Sub-Servicer. Notwithstanding the foregoing, any
termination fee due to a Sub-Servicer because of its termination by the Trustee
hereunder shall be the responsibility of the terminated Servicer and not the
Trustee. Upon the assumption of any Sub-Servicing Agreement, the Servicer agrees
to deliver to the assuming party any and all documents and records relating to
the applicable Sub-Servicing Agreement and an accounting of amounts collected
and held by it and otherwise use its best reasonable efforts to effectuate the
orderly transfer of the Sub-Servicing Agreement.

                                   ARTICLE IX
                                   THE TRUSTEE

         Section 9.01 DUTIES OF THE TRUSTEE. The Trustee, prior to the
occurrence of an Event of Default and after the curing of all Events of Default
that may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. If an Event of Default of which
a Responsible Officer of the Trustee shall have actual knowledge shall have
occurred (which has not been cured) and subject to the provisions of Section
9.13, 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.

         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; except that:

                  (a) prior to the occurrence of an Event of Default, and after
         the curing of all such Events of Default that 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,
         filings or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                  (b) 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;

                                     -105-
<PAGE>

                  (c) 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 Holders of Certificates
         evidencing Voting Interests represented by all Certificates (or all
         affected Certificates, as appropriate) aggregating not less than 51%
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Agreement provided that such
         action has been approved by the Certificate Insurer;

                  (d) 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 (a) and (b) of Section 8.01 unless a Responsible
         Officer obtains actual knowledge of such failure or the Trustee
         receives written notice of such failure from the Servicer, the Holders
         of Certificates evidencing Voting Interests represented by all
         Certificates aggregating not less than 51% or the Certificate Insurer,
         as the case may be; and

                  (e) 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 9.02 CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as otherwise
provided in Section 9.01:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, Officer's 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;

                  (b) The Trustee may consult with counsel selected by it with
         due care and any advice obtained from such counsel or 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 advice or Opinion of Counsel;

                  (c) 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 the Certificate Insurer
         or any of the Certificateholders, pursuant to the provisions of this
         Agreement, unless the Person so requesting, ordering or directing same
         shall have offered to the Trustee

                                     -106-
<PAGE>

         reasonable security or indemnity against the costs, expenses and
         liabilities that may be incurred therein or thereby; the right of the
         Trustee to perform any discretionary act enumerated in this Agreement
         shall not be construed as a duty, and the Trustee shall not be
         answerable for other than its negligence or willful misconduct in the
         performance of any such act; nothing contained herein shall, however,
         relieve the Trustee of the obligations, upon the occurrence of an Event
         of Default known to a Responsible Officer of the Trustee (which has not
         been cured), to exercise such of the rights and powers vested in it by
         this Agreement, subject to the provisions of Section 9.13, and to 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;

                  (d) The Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith in accordance with the
         direction of the Certificate Insurer or of Holders of Certificates
         evidencing Voting Interests representing all Certificates (or all
         affected Certificates, as appropriate) aggregating not less than 51%,
         with the consent of the Certificate Insurer;

                  (e) Prior to the occurrence of an Event of Default and after
         the curing of all Events of Default that 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 Certificate
         Insurer or by Holders of Certificates evidencing Voting Interests
         represented by all Certificates (or all affected Certificates, as
         appropriate) aggregating not less than 51%, with the consent of the
         Certificate Insurer; 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 nothing
         in this clause (e) shall derogate from the obligation of the Servicer
         to observe any applicable law prohibiting disclosure of information
         regarding the Mortgagors; and

                  (f) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys or a custodian. Any appointment of a
         Custodian hereunder shall require the prior written consent of the
         Certificate Insurer. The Trustee shall not be liable or responsible for
         the misconduct of the custodian of the Mortgage Files appointed with
         due care by the Trustee hereunder with the prior written consent of the
         Certificate Insurer.

         Section 9.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS. The
recitals contained herein and in the Certificates (other than the signature and
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Servicer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations

                                     -107-
<PAGE>

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
and the signature of the Trustee on this Agreement) or of any Mortgage, Mortgage
Loan or related document. The Trustee shall not be accountable for the use or
application by the Servicer of any of the Certificates or of the proceeds of
such Certificates, 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.

         Section 9.04 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.

         Section 9.05 PAYMENT OF THE TRUSTEE'S FEES AND EXPENSES.

         (a) On each Distribution Date, the Trust shall pay to the Trustee an
amount equal to the Trustee Fee described in the definition thereof (including
any fees and expenses of a co-trustee or separate trustee appointed under
Section 9.10) as compensation for all services rendered by the Trustee (and any
such co-trustee or separate trustee) in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee (and any such co-trustee or separate trustee).

         (b) The Trust shall pay or reimburse the Trustee the Trustee Fee
pursuant to Section 5.01 and such other reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith or that is otherwise reimbursable to the Trustee by
the Servicer pursuant to Section 9.05(a) above; PROVIDED, HOWEVER, that the
Trustee shall not refuse to perform any of its duties hereunder solely as a
result of the failure of the Trust to pay or reimburse such expenses,
disbursements or advances.

         (c) The Servicer agrees to indemnify the Trustee from, and hold it
harmless against, any and all losses and liabilities, damages, claims or
expenses (including reasonable attorneys' fees) arising in respect of its acts
or omissions in connection with this Agreement or the Certificates except to the
extent the negligence, bad faith or intentional misconduct of the Trustee
contributes to the loss, liability, damage, claim or expense.

         (d) This Section 9.05 shall survive the termination of this Agreement
or the resignation or removal of the Trustee as regards rights accrued prior to
such resignation or removal.

         Section 9.06 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE. The Trustee
hereunder shall at all times be a bank or other depository institution doing
business under the laws of the United States or any state thereof, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority and rated at least BBB by Standard & Poor's, and
Baa2

                                     -108-
<PAGE>

by Moody's and, if rated by Fitch, BBB by Fitch. If such corporation
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, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.07. Any successor to the Trustee must be reasonably acceptable to the
Certificate Insurer.

         Section 9.07 RESIGNATION OR REMOVAL OF THE TRUSTEE. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Servicer, the Certificate Insurer and each Rating
Agency. Upon receiving such notice of resignation, the Servicer shall promptly
appoint a successor trustee satisfying the criteria set forth in Section 9.06
(approved by the Certificate Insurer, which approval shall not be unreasonably
withheld) by written instrument, copies of which shall be delivered to the
resigning Trustee, the successor trustee, the Servicer and the Certificate
Insurer. 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 9.06 and shall fail to resign after written
request therefor by the Servicer or the Certificate Insurer, 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, or the Trustee shall fail to perform its obligations under this
Agreement, then the Servicer, the Seller or the Certificate Insurer shall remove
the Trustee and appoint a successor trustee satisfying the criteria set forth in
Section 9.06 (approved by the Certificate Insurer, which approval shall not be
unreasonably withheld) by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to the Certificate Insurer.

         If at any time the Trustee shall fail to duly observe or perform in any
material respect any covenants or agreements of the Trustee set forth in Section
9.01 of this Agreement, which failure (i) materially and adversely affects the
Certificateholders or the Certificate Insurer and (ii) continues unremedied for
a period of 10 days after the date on which written notice of such failure
(which notice shall refer specifically to this Section), requiring the same to
be remedied, shall have been given to the Trustee, the Seller and the Servicer
by the Certificate Insurer, or to the Trustee, the Certificate Insurer, the
Seller and the Servicer by the Holders of Certificates evidencing Voting
Interests represented by all Certificates aggregating not less than 51%, then
the Servicer, the Seller or the Certificate Insurer may remove the Trustee and
appoint a successor trustee satisfying the criteria set forth in Section 9.06
(approved by the Certificate Insurer, which approval shall not be unreasonably
withheld) by written instrument, in triplicate, one copy of which instrument
shall be delivered to Trustee so removed, one copy to the successor trustee and
one copy to the Certificate Insurer.

                                     -109-
<PAGE>

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 9.08. The provisions of Section 9.05 shall survive any such
resignation or removal.

         Section 9.08 SUCCESSOR TRUSTEE. Any successor trustee appointed as
provided in Section 9.07 shall execute, acknowledge and deliver to 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 Seller, 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 unless at the time of such acceptance it shall be eligible under the
provisions of Section 9.06.

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

         Section 9.09 MERGER OR CONSOLIDATION OF THE TRUSTEE. Any corporation
into which the Trustee 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 Trustee shall be a party, or any corporation
succeeding to the business of the Trustee or substantially all of the Trustee's
trust business, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible under the provisions of Section 9.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         Section 9.10 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 Servicer
and the Trustee acting jointly, with the prior written consent of the
Certificate Insurer, shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of 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, such powers, duties, obligations, rights, indemnities and trusts
as the Servicer and the Trustee may consider

                                     -110-
<PAGE>

necessary or desirable. 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 an Event of Default shall have occurred and be continuing, the Trustee
alone and with the prior consent of the Certificate Insurer 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
9.06 and no notice to Certificateholders of the appointment of any co-trustee or
separate trustee shall be required under Section 9.08. Each of the Rating
Agencies shall be given written notice of the appointment of a co-trustee or a
separate trustee pursuant to this Section.

         Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (a) 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;

                  (b) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder; and

                  (c) 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 an Event of Default
         that has not been cured, the Trustee, acting alone may accept the
         resignation of or remove any separate or co-trustor.

         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. 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 copies thereof given to each
of the Seller, the Servicer and the Certificate Insurer.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate

                                     -111-
<PAGE>

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.

         No appointment of any separate trustee or co-trustee shall absolve the
Trustee of its duties and obligations under this Agreement.

         Section 9.11 COMPLIANCE WITH REMIC PROVISIONS. The Trustee shall
neither knowingly nor intentionally take any action or omit to take any action
in the performance of its duties hereunder that would cause any REMIC Pool to
fail to qualify as a REMIC or that would cause the imposition of a tax on any
REMIC Pool. The Trustee shall: (a) prepare and file, or cause to be prepared and
filed, such federal, state and local income tax and information returns or
reports using the calendar year as the taxable year for each REMIC Pool when and
as required by the REMIC Provisions and other applicable federal, state and
local income tax laws, which returns or reports shall be signed by the Trustee
or such other person as may be required thereby; (b) make an election, on behalf
of each REMIC Pool, to be treated as a REMIC and make the appropriate
designations, if applicable, in accordance with Section 9.16 on the federal
income tax return of the REMIC Pool for its first taxable year, in accordance
with the REMIC Provisions; (c) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders all information reports, or furnish or
cause to be furnished by telephone, mail, publication or other appropriate
method such information, as and when required to be provided to them in
accordance with the Code; (d) exercise reasonable care not to allow the creation
of any "interests" in any REMIC Pool within the meaning of Code Section
860D(a)(2) other than the interests represented by the Certificates (other than
the Class R-I and Class P Certificates) in the case of REMIC II and the REMIC I
Interests in the case of REMIC I; and (e) within 30 days of the Startup Day,
furnish or cause to be furnished to the Internal Revenue Service, on Form 8811
or as may otherwise be required by the Code, the name, title, address, and
telephone number of the person that Certificateholders may contact for tax
information relating to their Certificates (and the Trustee shall act as the
representative of each REMIC Pool for this purpose), together with such
additional information as may be required by such Form, and shall update such
information at the time and in the manner required by the Code. Each Class R
Certificateholder shall designate the Servicer, if permitted by the Code and
applicable law, to act as "tax matters person" for the related REMIC Pool within
the meaning of Treasury regulations Section 1.860F-4(d), and the Servicer is
hereby designated as agent of each Class R Certificateholder for such purpose
(or if the Servicer is not so permitted, the Holder of the related Class R
Certificate shall be the tax matters person in accordance with the REMIC
Provisions).

         Section 9.12 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates (including in respect of the Certificate Insurer's rights of
subrogation) may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceedings relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders (or the Certificate

                                     -112-
<PAGE>

Insurer in respect of any right or interest as to which the Certificate Insurer
is subrogated) in respect of which such judgment has been recovered in
accordance with the terms of this Agreement.

         Section 9.13 EXERCISE OF TRUSTEE POWERS BY CERTIFICATE INSURER AND
CERTIFICATEHOLDERS. The Certificate Insurer, or the Holders of Certificates
evidencing Voting Interests represented by all Certificates aggregating not less
than 51% with the consent of the Certificate Insurer, which consent may not be
unreasonably withheld, may direct the time, method and place of conducting any
proceeding relating to the Trust or the Certificates or for any remedy available
to the Trustee with respect to the Certificates or exercising any trust or power
conferred on the Trustee with respect to the Certificates of the Trust PROVIDED
THAT:

                  (i) such direction shall not be in conflict with any rule of
         law or with this Agreement;

                  (ii) the Trustee shall have been provided with indemnity
         satisfactory to it; and

                  (iii) the Trustee may take any other action deemed proper by
         the Trustee that is not inconsistent with such direction; PROVIDED,
         HOWEVER, that the Trustee need not take any action that it reasonably
         determines might involve it in liability unless it has been
         satisfactorily indemnified and, with respect to actions directed by
         Certificateholders and not the Certificate Insurer, may be unjustly
         prejudicial to the Holders not so directing.

         Section 9.14 TAX RETURNS. The Trustee shall maintain all information
in its possession as may be required in connection with the preparation of
all federal and, if applicable, state and local income tax and information
returns of each REMIC Pool (including, but not limited to, tax reporting
under the REMIC Provisions for each REMIC Pool) and shall prepare, execute
and file as required all such returns. The Trustee shall include in the first
federal income tax return the information required to be included therein
under the REMIC Provisions, including, but not limited to, Treasury
regulation Section 1.860D-1(d)(2) and Treasury regulation Section
1.860F-4(b)(2), or any successor provisions. The Servicer shall report all
required tax information to Mortgagors in accordance with applicable law. To
the extent directly applicable, the Prepayment Assumption used in pricing the
Offered Certificates will be used in preparing any reports concerning or
touching on interest payments made or original issue discount with respect to
the Certificates.

         Section 9.15 TAXPAYER IDENTIFICATION NUMBER. The Trustee shall prepare
and file with the Internal Revenue Service, on behalf of each REMIC Pool within
the time period prescribed therefor, an application on IRS Form SS-4 for such
REMIC Pool. The Trustee, upon receipt from the Internal Revenue Service of the
Notice of Taxpayer Identification Number assigned to each REMIC Pool, shall
promptly forward a copy of such notice to the Servicer.

         Section 9.16 MISCELLANEOUS REMIC MATTERS.

                  (a) The Trustee shall elect that REMIC I and REMIC II shall be
         treated as REMICs under Section 860D of the Code, as described in
         Section 9.11. The REMIC I

                                     -113-
<PAGE>

         REMIC Pool and REMIC II REMIC Pool shall constitute the assets of REMIC
         I and REMIC II respectively. Any inconsistencies or ambiguities in this
         Agreement or in the administration of the Trust shall be resolved in a
         manner that preserves the validity of such REMIC elections.

                  (b) REMIC I will be evidenced by (x) the Class LT-A1F, Class
         LT-A2F, Class LT-A3F, Class LT-A4F, Class LT-A5F, Class LT-A6F,
         (collectively, the Class LT-AF Certificates), Class LT-MF, Class
         LT-AV1, Class LT-MV1, Class LT-AV2, Class LT-MV2 and Class P
         Certificates (the "REMIC I Regular Interests"), which (i) (except in
         the case of the Class P Certificates) will be uncertificated and
         non-transferable and (ii) are hereby designated as the "regular
         interests" in REMIC I and (y) the Class R-I Certificate, which is
         hereby designated as the single "residual interest" in REMIC I (the
         REMIC I Regular Interests, together with the Class R-I Certificate, the
         "REMIC I Interests"). The REMIC I Regular Interests (other than the
         Class P Certificates) shall be recorded on the records of the REMIC I
         as being issued to and held by the Trustee on behalf of REMIC II.

                  (c) The Fixed Rate Group Certificates, Class A-V1
         Certificates, Class A-V2 Certificates, and the Class C Certificates,
         consisting of three components (the Class C-F Component, the Class C-V1
         Component and the Class C-V2 Component (each as defined in Note 8 of
         (e) below)), but exclusive of any right to receive any Supplemental
         Interest Amount are hereby designated as "regular interests" with
         respect to the REMIC II and the Class R-II Certificate is hereby
         designated as the single "residual interest" with respect to REMIC II.
         The Class R-II Certificate shall have no pass-through rate and shall
         have no principal balance. On each Distribution Date, available funds,
         if any, remaining in REMIC II after payments of interest and principal
         on the regular interests in REMIC II will be distributed to the Class
         R-II Certificates.

                  (d) The Basic Principal Amount with respect to the Fixed Rate
         Group shall be allocated 99.99% to the Class LT-MF Certificate and
         0.01% to the Class LT-AF Certificates until paid in full. The Basic
         Principal Amount with respect to Adjustable Rate Group I shall be
         allocated 99.99% to the Class LT-MV1 Certificates and 0.01% to the
         Class LT-AV1 Certificates until paid in full. The Basic Principal
         Amount with respect to Adjustable Rate Group II shall be allocated
         99.99% to the Class LT-MV2 Certificates and 0.01% to the Class LT-AV2
         Certificates until paid in full. Notwithstanding the foregoing, 100% of
         any portion of the Basic Principal Amount that is attributable to an
         Overcollateralization Release Amount shall be allocated to the Class
         LT-MF Certificates, Class LT-MV1 Certificates and Class LT-MV2
         Certificates, until paid in full, to the extent it relates to the Fixed
         Rate Group, Adjustable Rate Group I or Adjustable Rate Group II,
         respectively.

                  On any Distribution Date, the Extra Principal Distribution
         Amount, if any, for the Fixed Rate Group Certificates (the "Fixed Rate
         Turbo Amount") will not be payable to the REMIC I Regular Interests.
         Similarly, on any Distribution Date, the Extra Principal Distribution
         Amount for the Adjustable Rate Group I Certificates (the "Adjustable
         Rate Group I Turbo Amount") or Adjustable Rate Group II Certificates
         (the "Adjustable Rate

                                     -114-
<PAGE>

         Group II Turbo Amount") will not be payable to the REMIC I Regular
         Interests. Instead, a portion of the interest payable with respect to
         the Class LT-MF Certificate which equals 0.01% of the Fixed Rate Turbo
         Amount will be payable as a reduction of the principal balances of each
         of the Class LT-AF Certificates in the same manner as on which the
         Fixed Rate Turbo Amount is allocated among the Fixed Rate Group
         Certificates with the same designated class number, respectively (and
         will be accrued and added to principal on the Class LT-MF Certificate),
         a portion of the interest payable with respect to the Class LT-MV1
         Certificate which equals 0.01% of the Adjustable Rate I Turbo Amount
         will be payable as a reduction of the principal balance of the Class
         LT-AV1 Certificates (and will be accrued and added to principal on the
         Class LT-MV1 Certificate), and a portion of the interest payable with
         respect to the Class LT-MV2 Certificate which equals 0.01% of the
         Adjustable Rate II Turbo Amount will be payable as a reduction of the
         principal balance of the Class LT-AV2 Certificates (and will be accrued
         and added to principal on the Class LT-MV2 Certificate).

                  Realized Losses on the Mortgage Loans shall be applied such
         that after all distributions have been made on such Distribution Date,
         the principal balances of each of the Class LT-AF Certificates,
         respectively equals 0.01% of the principal balance of the Fixed Rate
         Group Certificates with the same designated number, respectively; the
         principal balance of the Class LT-MF Certificates equals the Fixed Rate
         Group Balance less an amount equal to the aggregate principal balances
         of the Class LT-AF Certificates, the principal balance of the Class
         LT-AV1 Certificates equals 0.01% of the principal balance of the Class
         A-V1 Certificates, the principal balance of the Class LT-MV1
         Certificates equals the Adjustable Rate Group I Balance less an amount
         equal to the principal balance of the Class LT-AV1 Certificates, the
         principal balance of the Class LT-AV2 Certificates equals 0.01% of the
         principal balance of the Class A-V2 Certificates and the principal
         balance of the Class LT-MV2 Certificates equals the Adjustable Rate
         Group II Balance less an amount equal to the principal balance of the
         Class LT-AV2 Certificates. No Realized Losses shall be applied to the
         Class P Certificates.

                  On each Distribution Date, available funds, if any, (other
         than the Class P Deposit) remaining in the REMIC I after payments of
         interest and principal with respect to the REMIC I Regular Interests
         (other than the Class P Certificates) will be distributed with respect
         to the Class R-I Certificate. If, at any time, the Pool Balance is
         $15,000 or less, a portion of the Class P Deposit shall be paid as
         principal with respect to the Class P Certificates such that the
         remaining Class P Deposit is always less than 0.66% of the sum of the
         Pool Balance and the remaining Class P Deposit. After all of the REMIC
         I Regular Interests (other than the Class P Certificates) have been
         paid in full, the remaining available funds in REMIC I shall first be
         applied to reduce the principal balance of the Class P Certificates to
         zero, and then shall be payable with respect to the Class R-I
         Certificates. It is not expected that there will be any distribution on
         the Class R-I Certificates. It is not expected that there will be any
         distribution on the Class R-I Certificates.

                                     -115-
<PAGE>

                  (e) The REMIC I Interests will have the following designations
         and pass-through rates, and distributions of interest thereon shall be
         allocated to the Certificates in the following manner:

<TABLE>
<CAPTION>
         ---------------------- ------------------------- ------------------ --------------------
                                                              PASS-
               REMIC I                  INITIAL              THROUGH             ALLOCATION
              INTERESTS                BALANCE ($)           RATE (%)            OF INTEREST
         ---------------------- ------------------------- ------------------ --------------------
         <S>                    <C>                       <C>                <C>
                LT-A1F                        4,100              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-A2F                        2,250              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-A3F                        2,150              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-A4F                        3,150              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-A5F                        2,066              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-A6F                        1,020              (2)             7(a), 8(a)
         ---------------------- ------------------------- ------------------ --------------------
                 LT-MF                  147,345,264              (1)             (6a), (7a)
         ---------------------- ------------------------- ------------------ --------------------
                LT-AV1                       26,366.90           (4)             (6b), (7b)
         ---------------------- ------------------------- ------------------ --------------------
                LT-MV1                  263,642,633.10           (3)             (6b), (7b)
         ---------------------- ------------------------- ------------------ --------------------
                LT-AV2                        6.047.30           (6)                 (6)
         ---------------------- ------------------------- ------------------ --------------------
                LT-MV2                   60,466,952.70           (5)                 (6)
         ---------------------- ------------------------- ------------------ --------------------
                   P            0                                (9)                 N/A
         ---------------------- ------------------------- ------------------ --------------------
                  R-I           0                               (10)                 N/A
         ---------------------- ------------------------- ------------------ --------------------
</TABLE>

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

(1)      The per annum pass-through rate ("Pass-Through Rate") on the Class
         LT-MF Certificates shall at any time of determination equal the
         weighted net average Mortgage Loan Rate in the Fixed Rate Group ("Fix
         WAC"). For this purpose, the Mortgage Loan Rate shall be net of the
         Monthly Servicing Fee, the Trustee Fee, the PMI Insurer Premium and the
         Certificate Insurer Premium, each to the extent they are attributable
         to Mortgage Loans in the Fixed Rate Group and each expressed as an
         annual percentage of the Fixed Rate Group Balance. If there are any
         prepayment interest shortfalls with respect to the Fixed Rate Group not
         covered by Compensating Interest for the Fixed Rate Group, such
         shortfall will proportionally reduce the interest accrued on the Class
         LT-AF and Class LT-MF Certificates.

(2)      The per annum pass-through rate ("Pass-Through Rate") on the Fixed Rate
         Group Certificates shall at any time of determination equal Fix WAC (as
         defined in Note 1 above).

(3)      The per annum pass-through rate ("Pass-Through Rate") on the Class
         LT-MV1 Certificates shall at any time of determination equal the
         weighted net average Mortgage Loan Rate in Adjustable Rate Group I
         ("Adj. WAC1"). For this purpose, the Mortgage Loan Rate shall be net of
         the Monthly Servicing Fee, the Trustee Fee, the PMI Insurer Premium and
         the Certificate Insurer Premium, each to the extent they are
         attributable to Mortgage Loans in Adjustable Rate Group I and each
         expressed as an annual percentage of the Adjustable Rate Group I
         Balance. If there are any Prepayment Interest Shortfalls

                                     -116-
<PAGE>

         with respect to Adjustable Rate Group I not covered by Compensating
         Interest and not covered by the Certificate Insurance Policy for
         Adjustable Rate Group I, such shortfall will proportionally reduce the
         interest accrued on the Class LT-AV1 and Class LT-MV1 Certificates.

(4)      The per annum pass-through rate ("Pass-Through Rate") on the Class
         LT-AV1 Certificates shall at any time of determination equal Adj. WAC1
         (as defined in Note 3 above).

(5)      The per annum pass-through rate ("Pass-Through Rate") on the Class
         LT-MV2 Certificates shall at any time of determination equal the
         weighted net average Mortgage Loan Rate in Adjustable Rate Group II
         ("Adj. WAC2"). For this purpose, the Mortgage Loan Rates shall be net
         of the Monthly Servicing Fee, the Trustee Fee, the PMI Insurer Premium
         and the Certificate Insurer Premium, each to the extent they are
         attributable to Mortgage Loans in Adjustable Rate Group II and each
         expressed as an annual percentage of the Adjustable Rate Group II
         Balance. If there are any Prepayment Interest Shortfalls with respect
         to Adjustable Rate Group II not covered by Compensating Interest and
         not covered by the Certificate Insurance Policy for Adjustable Rate
         Group II, such shortfall will proportionally reduce the interest
         accrued on the Class LT-AV2 and Class LT-MV2 Certificates.

(6)      The per annum pass-through rate ("Pass-Through Rate") on the Class
         LT-AV2 Certificates shall at any time of determination equal Adj. WAC2
         (as defined in Note 5 above).

(7)      (a) Except as provided in Note 8, interest on the Class LT-AF and Class
         LT-MF Certificates will be allocated to the Fixed Rate Group
         Certificates in the same proportion as interest is payable on such
         Fixed Rate Group Certificates.

         (b) Except as provided in Note 8, interest on the Class LT-AV1 and
         Class LT-MV1 Certificates will be allocated to the Class A-V1
         Certificates, and interest on the Class LT-AV2 and Class LT-MV2
         Certificates will be allocated to the Class A-V2 Certificates.

(8)      (a) Any interest with respect to this REMIC I Interest in excess of the
         product of (i) 10,000 times the weighted average Pass-Through Rates of
         the Class LT-AF and Class LT-MF Certificates, where each of such Class
         LT-AF Certificates is first subject to a cap and floor equal to their
         respective Fixed Rate Group Certificate Pass-Through Rates and where
         the Class LT-MF Certificate Pass-Through Rate is subject to a cap equal
         to 0%, and (ii) the principal balance of this REMIC I Interest, shall
         not be allocated to the Fixed Rate Group Certificates but will be
         allocated to the Class C Certificates as a separate component (the
         "Class C-F Component").

         (b) Any interest with respect to this REMIC II Interest in excess of
         the product of (A) in the case of Adjustable Rate Group I (i) 10,000
         times the weighted average Pass-Through Rate of the Class LT-AV1 and
         Class LT-MV1 Certificates, where such Class LT-AV1

                                     -117-
<PAGE>

         Certificates are first subject to a cap and floor equal to their Class
         A-V1 Pass-Through Rates and where the Class LT-MV1 Certificate
         Pass-Through Rate is subject to a cap equal to 0%, and (ii) the
         principal balance of this REMIC I Interest, shall not be allocated to
         the Adjustable Rate Group I Certificates but will be allocated to the
         Class C Certificates as a separate component (the "Class C-V1
         Component") and (B) in the case of Adjustable Rate Group II (i) 10,000
         times the weighted average Pass-Through Rate of the Class LT-AV2 and
         Class LT-MV2 Certificates, where such Class LT-AV2 Certificates are
         first subject to a cap and floor equal to their Class A-V2 Pass-Through
         Rates and where the Class LT-MV2 Certificate Pass-Through Rate is
         subject to a cap equal to 0%, and (ii) the principal balance of this
         REMIC I Interest, shall not be allocated to the Adjustable Rate Group
         II Certificates but will be allocated to the Class C Certificates as a
         separate component (the "Class C-V2 Component").

(9)      The Class P Certificates shall be entitled to receive all Prepayment
         Charges collected with respect to the Mortgage Loans. Such Prepayment
         Charges shall not be available for distribution with respect to any
         other Class of REMIC I Interests. The Prepayment Charges received by
         the Class P Certificates shall not be applied to the principal balance
         of those certificates.

(10)     On each Distribution Date, available funds, if any, (other than the
         Class P Deposit) remaining in the REMIC I after payments of interest
         and principal with respect to the REMIC I Regular Interests (other than
         the Class P Deposit), as described above, will be distributed with
         respect to the Class R-I Certificate.

                  (f) REMIC II will be evidenced by the Fixed Rate Group
         Certificates (the "Remic I Regular Interests") which are hereby
         designated as the "regular interests" in REMIC II and the Class R-II is
         hereby designated as the single "residual interest" in REMIC II. For
         purposes of the REMIC provisions, interest payable in excess of the
         Adjustable Rate Group I Available Funds Cap and the Adjustable Rate
         Group II Available Funds Cap respectively, shall not be paid from REMIC
         II but shall be paid pursuant to Section 501(b)(9) from the interest
         considered payable with respect to the Class C Certificates. After all
         the REMIC II Regular Interests have been paid in full, the remaining
         available funds in REMIC II shall be payable with respect to the Class
         R-II Certificates.

                  (g) The Closing Date is hereby designated as the "Startup Day"
         of each of REMIC I and REMIC II within the meaning of Section
         860G(a)(9) of the Code. The "latest possible maturity date", solely for
         purposes of Treasury regulation  Section 1.860G-1(a)(4)(iii), of each
         of the REMIC I Regular Interests and each of the "regular interests"
         with respect to REMIC II is October 25, 2030.

                                    ARTICLE X
                                   TERMINATION

                                     -118-
<PAGE>

         Section 10.01 TERMINATION UPON PURCHASE OR LIQUIDATION OF ALL MORTGAGE
LOANS. Subject to Section 10.02, the respective obligations and responsibilities
hereunder of the Servicer, the Seller and the Trustee (other than the obligation
of the Trustee to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Seller to send certain notices as
hereinafter set forth) and the Trust created hereby shall terminate with respect
to all Certificates upon the last action required to be taken by the Trustee on
the final Distribution Date pursuant to this Article following the earlier of
(a) the purchase by the Servicer of all Mortgage Loans then remaining in the
Trust all property acquired by the Trust in respect of any such Mortgage Loan at
a price equal to the sum of (x) 100% of the Principal Balance of each such
Mortgage Loan (other than any Mortgage Loan as to which title to the underlying
Mortgaged Property has been acquired and whose fair market value is included
pursuant to clause (y) below) as of the final Distribution Date, (y) the fair
market value of such acquired Mortgaged Property (determined as described
below), plus accrued and unpaid interest at the applicable Mortgage Loan Rate on
the Principal Balance of each such Mortgage Loan (including any Mortgage Loan as
to which title to the underlying Mortgaged Property has been acquired) through
the end of the Collection Period preceding the date of repurchase and the
aggregate amount of unreimbursed Servicing Advances made in respect of any such
Mortgage Loan, less any payments of principal and interest received during such
Collection Period in respect of each such Mortgage Loan and (z) any amounts due
the Certificate Insurer under the Insurance Agreement (the "Termination Price")
or (b) the final payment or other liquidation of the Principal Balance of the
last Mortgage Loan remaining in the Trust or the disposition of all property
remaining in the Trust acquired upon foreclosure or deed in lieu of foreclosure
of any such Mortgage Loan; provided, however, that 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, who are living on the Closing Date.
The fair market value of Mortgaged Properties pursuant to the foregoing clause
(y) shall be determined by the Servicer as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the third paragraph of this
Section 10.01. Such determination shall not be effective unless consented to in
writing by the Certificate Insurer, which consent shall not be unreasonably
withheld. In the event that the Certificate Insurer does not consent to the fair
market value determined by the Servicer within three business days of receiving
notice of such determination, the Certificate Insurer and the Servicer shall
appoint a mutually agreed appraiser to make a determination as to such fair
market value whose determination shall be final and binding on the Certificate
Insurer and the Servicer, the expense of such appraisal being borne equally by
the Servicer and the Certificate Insurer and not being an expense of the Trust.

         The right of the Servicer to purchase all outstanding Mortgage Loans
pursuant to clause (a) above is exercisable only on or after the related
Clean-up Call Date. If such right is exercised, (i) the Servicer shall remit the
Termination Price specified in this Section to the Trustee for deposit in the
Certificate Account pursuant to Section 3.02 (e) on or before the related
Deposit Date and (ii) the Trustee, if it has received the Mortgage Files
pursuant to Section 2.01, shall, promptly following remittance of such
Termination Price, release to the Servicer the Mortgage Files pertaining to the
Mortgage Loans being purchased and all other documents furnished by the Servicer
as are necessary to transfer the Trustee's interest in the Mortgage Loans to the
Servicer.

                                     -119-
<PAGE>

         Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
related Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation shall be given promptly by
the Trustee (upon receipt of written directions from the Servicer, not later
than the 15th day of the month preceding the month of such final distribution)
by letter to Certificateholders mailed not earlier than the first day and not
later than the 10th day of the month of such final distribution specifying (a)
the Distribution Date upon which final distribution of the related Certificates
will be made upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated, (b) the amount of any such final
distribution and (c) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of such Certificates at the office or agency of the
Trustee therein specified. In the event written directions are delivered by the
Servicer to the Trustee as described in the preceding sentence, the Servicer
shall deposit in the Certificate Account on or before the related Deposit Date
for such final distribution in immediately available funds an amount equal to
the purchase price for such assets of the Trust computed as above provided. Such
deposit shall be in lieu of the deposit otherwise required to be made in respect
of such Distribution Date pursuant to Section 3.02 and the related distribution
thereof to Certificateholders.

         If the termination of the Trust is in connection with a purchase of the
assets of the Trust by the Servicer pursuant to clause (a) of the first
paragraph in this Section, the Trustee shall cause to be distributed to
Certificateholders on the final Distribution Date, an amount equal to (i) as to
the Offered Certificates, and upon presentation and surrender thereof, to the
Holders thereof in proportion to their respective Percentage Interests the
Certificate Principal Balance, and the Accrued Certificate Interest applicable
to such Offered Certificate and (ii) as to the Servicer, any additional
servicing compensation with respect to such Distribution Date (other than
amounts retained to meet claims) after application pursuant to the clauses (i)
and (ii) above and payment to the Servicer of any amounts to which it is
entitled as reimbursement hereunder and (iii) as to the Class C
Certificateholders and upon presentation and surrender of the Class C
Certificates, in proportion to their Percentage Interests, any amounts remaining
after application pursuant to clauses (i) and (ii), up to an amount equal to the
Class C Distribution Amount and any Class C Carryforward Amount; PROVIDED,
HOWEVER, that if the fair market value of any acquired property referred to in,
or covered by, clause (a)(y) of the first paragraph of this Section is less than
the Principal Balance of the related Mortgage Loan, then the excess of such
Principal Balance over such fair market value shall be allocated in reduction of
the amounts otherwise distributable on the final Distribution Date in the
following order of priority: first, to the Holders of the applicable Class R
Certificates, second to the Holders of the Class C Certificate and third to the
Holders of the related Offered Certificates, pro rata based on the Certificate
Principal Balances thereof on such Distribution Date. The distribution on the
final Distribution Date in connection with the purchase by the Servicer of the
assets in the Trust shall be in lieu of the distribution otherwise required to
be made on such Distribution Date in respect of each Class of Certificates. The
Servicer shall provide in writing to the Trustee and the Certificate Insurer the
information with respect to the amounts so to be paid.

                                     -120-
<PAGE>

         In the event that all of the relevant Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before the
fifth day following such final Distribution Date, the Trustee shall on such date
cause all funds in the Certificate Account not distributed in the final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by holding such funds uninvested in a separate
escrow account for the benefit of such Certificateholders, and the Servicer (if
the Servicer exercised its right to purchase the assets of the Trust as provided
above) 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
one year after the second notice all the Certificates shall not have been
surrendered for cancellation, any funds deposited in such escrow account and
remaining unclaimed shall be paid by the Trustee to the Servicer and thereafter
Certificateholders shall look only to the Servicer with respect to any claims in
respect of such funds.

         Section 10.02 ADDITIONAL TERMINATION REQUIREMENTS. In the event the
Servicer exercises its purchase option as provided in Section 10.01, each REMIC
Pool shall be terminated in accordance with the following additional
requirements, and the Trustee and the Certificate Insurer shall receive an
Opinion of Counsel to the effect that the termination of such REMIC Pool (i)
will constitute a "qualified liquidation" of each REMIC Pool within the meaning
of Code Section 860F(a)(4)(A), and (ii) will not subject such REMIC Pool to tax
or cause such REMIC Pool 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 set
         forth in the notice of intention to purchase the Mortgage Loans given
         by the Servicer under Section 10.01, the Trustee, at the direction of
         the Servicer, shall adopt a plan of complete liquidation of each REMIC
         Pool on behalf of the REMIC within the meaning of Code Section
         860F(a)(4)(A)(8), which shall be evidenced by such notice; 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 each REMIC Pool to the
         Servicer, as the case may be, for cash at the purchase price specified
         in Section 10.01 and shall distribute such cash in the manner specified
         in Section 10.01.

                  (iii) The Holder of the Class R Certificates will be deemed to
         have adopted a plan of liquidation on the date that the Trustee, at the
         direction of the Servicer, has adopted such plan. The Trustee shall
         attach a statement to the final return of each REMIC Pool for which a
         plan of liquidation is adopted by the Trustee, at the direction of the
         Servicer, setting forth the date of adoption of the plan of
         liquidation.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

         Section 11.01 AMENDMENT. This Agreement may be amended from time to
time by the Servicer, the Seller and the Trustee, without the consent of any of
the Certificateholders but with the prior written consent of the Certificate
Insurer (which consent shall not be unreasonably

                                     -121-
<PAGE>

withheld), (a) to cure any error or any ambiguity or to correct or supplement
any provisions herein which may be inconsistent with any other provisions
herein; (b) to add to the duties or obligations of the Servicer hereunder; (c)
to maintain or improve any rating then assigned by any Rating Agency to any
subclass of the Offered Certificates; (d) to add any other provisions with
respect to matters or questions arising under this Agreement or the Certificate
Insurance Policy, as the case may be (including specifically amendments or
supplements pursuant to the second paragraph of Section 6.02(b)); (e) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of each REMIC Pool as a REMIC at all times that
any Certificates are outstanding or to avoid or minimize the risk of the
imposition of any tax on any REMIC Pool pursuant to the Code that would be a
claim against any REMIC Pool, provided that in the case of this clause (e) the
Trustee has received an Opinion of Counsel delivered to the Trustee and the
Certificate Insurer to the effect that such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax; (f) to modify, eliminate or add to the provisions of Section
6.02(c) or any other provisions hereof restricting transfer of the Class R
Certificates or (g) to modify, eliminate or add to the provisions hereunder in
order to provide for one or more third parties to effect all or a portion of the
Monthly Advances or Servicing Advances and to provide for the reimbursement from
the Trust Fund of such third party for such Monthly Advances or Servicing
Advances (i) from amounts payable to the Servicer, (ii) from collections which
the Servicer would have been permitted to otherwise retain and (iii) from any
other amounts that would otherwise be payable to the Servicer if the Servicer
had made such Monthly Advances or Servicing Advances or from such other funds
owed to the Servicer, in each case as the Servicer shall agree; provided that in
all such cases the Trustee has obtained written confirmation from each Rating
Agency that any such modifications to this Agreement will not result in a
qualification, reduction or withdrawal of the rating assigned to any Class of
Offered Certificates by such Rating Agency and has received an Opinion of
Counsel (a copy of which has been delivered to the Certificate Insurer) to the
effect that any such modifications to this Agreement do not give rise to a risk
that any REMIC Pool or any of the Certificateholders will be subject to a tax
caused by a transfer to a Disqualified Organization; provided, further, that in
all such cases such action shall not, as evidenced by an Opinion of Counsel (a
copy of which has been delivered to the Certificate Insurer), adversely affect
in any material respect the interests of any Certificateholder or the
Certificate Insurer.

         This Agreement may also be amended from time to time by the Servicer,
the Seller and the Trustee, with the consent of the Certificate Insurer (which
consent shall not be unreasonably withheld) and the Holders of Certificates
evidencing Voting Interests of each Class affected thereby aggregating not less
than 51%, 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 of such Class; PROVIDED,
HOWEVER, that no such amendment shall (a) reduce in any manner the amount of, or
delay the timing of, collections of payments on Mortgage Loans or distributions
which are required to be made on any Certificate without the consent of the
Holder of such Certificate or (b) reduce the aforesaid percentage of each Class
the Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding.

                                     -122-
<PAGE>

         Promptly after the execution of any such amendment or consent pursuant
to the next preceding paragraph, the Trustee shall furnish written notification
of the substance of such amendment to each affected Certificateholder and each
Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.

         Prior to the execution of any amendment to this Agreement, the Trustee
and the Certificate Insurer shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement. The Trustee may, but shall not be obligated to,
enter into any such amendment that affects the Trustee's own rights, duties or
immunities under this Agreement.

         Section 11.02 RECORDATION OF AGREEMENT. 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
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Servicer, at its
expense but only upon, determination of the Servicer accompanied by an Opinion
of Counsel (a copy of which has been delivered to the Certificate Insurer) to
the effect that such recordation is legally required to protect the Trustee's
interest in the Mortgage Loans.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement, the Trust or any REMIC established pursuant to Section 3.01, nor
entitle such Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court for a
partition or winding up of the Trust or any REMIC established pursuant to this
Agreement, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

         Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the operation and management of the
Trust or any REMIC established pursuant to this Agreement, or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

                                     -123-
<PAGE>

         No Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right by virtue or by availing itself of any
provisions 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 evidencing Voting Interests represented by all
Certificates (or all affected Certificates, as appropriate) aggregating not less
than 51% shall have obtained the prior written consent of the Certificate
Insurer and 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 60 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 being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder, the Trustee, and the
Certificate Insurer that no one or more Holders of Certificates shall have any
right in any manner whatever by virtue or by availing itself or themselves of
any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder, the
Certificate Insurer and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Section 11.04 GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York (without regard to conflict of
laws principles and the application of the laws of any other jurisdiction), and
the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

         Section 11.05 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered to (a) in the case of the Seller, at 350 South Grand Avenue, Los
Angeles, California 90070, Attn: Chief Financial Officer, with a copy to General
Counsel; (b) in the case of the Trustee, at the Corporate Trust Office at 1761
East St. Andrew Place, Santa Ana, California 92705-4934, Attn: Aames Capital
Corporation, Series 2000-2; (c) in the case of the Certificate Insurer,
Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022,
Attn: Surveillance Department Re: Aames Mortgage Trust 1999-2; (d) in the case
of the Servicer, Countrywide Home Loans, Inc. 4500 Park Grenada, Calabasas
California 91302 Attn: Dave Sambol with a copy to Countrywide Home Loans, Inc.
400 Countrywide Way, Simi Valley, California 93065, Attn: Lupe Montero, Vice
President; (e) in the case of S&P, to Standard & Poor's, 55 Water Street, 41st
Floor, New York, New York 10041, Attn: Mortgage Surveillance Group; (f) in the
case of Moody's, to Moody's Investors Service Inc., 99 Church Street, New York,
New York 10007, Attn: Residential Mortgage Pass-Through Monitoring; (g) in the
case of Fitch, to Fitch, Inc., One State Street Plaza, New York, New York 10004;
and (h) in the case of the PMI Insurer, Mortgage Guaranty Insurance Corporation,
MGIC Plaza, P.O. Box 488, Milwaukee, Wisconsin 53201, Attention: Tim Edwards or,
as to each party, at such other address as shall be designated

                                     -124-
<PAGE>

by such party in a written notice to each other party. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at its address shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice. Any notice or other document required to
be delivered or mailed by the Trustee to any Rating Agency shall be given on a
best efforts basis and only as a matter of courtesy and accommodation and the
Trustee shall have no liability for failure to deliver such notice or document
to any such Rating Agency.

         Section 11.06 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         Section 11.07 ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in this Section and Sections 7.02, 7.04 and
7.05, this Agreement may not be assigned by the Seller or the Servicer without
the prior written consent of the Certificate Insurer and the Holders of
Certificates evidencing not less than 66% of the Voting Interests of all
Certificates.

         Section 11.08 CERTIFICATES NONASSESSABLE AND FULLY PAID. The parties
agree that the Certificateholders shall not be personally liable for obligations
of the Trust, that the beneficial ownership interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Trust or
for any reason whatsoever, and that Certificates upon execution, authentication
and delivery thereof by the Trustee pursuant to Section 2.06 are and shall be
deemed fully paid.

         Section 11.09 THIRD PARTY BENEFICIARY; RATING.

         (a) The Certificate Insurer is an intended third-party beneficiary of
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the Certificate Insurer; PROVIDED that, notwithstanding the foregoing, for so
long as a Certificate Insurer Default is continuing under its obligations under
the Certificate Insurance Policy, the Offered Certificateholders shall succeed
to the Certificate Insurer's rights hereunder; provided, further, that even if a
Certificate Insurer Default is continuing this Agreement may not be amended
except upon delivery to the Certificate Insurer of an Opinion of Counsel
acceptable to the Certificate Insurer to the effect that such amendment shall
not adversely affect in any material respect the interests of the Certificate
Insurer. Without limiting the generality of the foregoing, all covenants and
agreements in this Agreement that expressly confer rights upon the Certificate
Insurer shall be for the benefit of and run directly to the Certificate Insurer,
and the Certificate Insurer shall be entitled to rely on and enforce such
covenants to the same extent as if it were a party to this Agreement.

                                     -125-
<PAGE>

         (b) In the event the rating of the claims paying ability of the
Certificate Insurer by any of the Rating Agencies is reduced to a rating that is
below "investment grade" (as that term is then commonly used), the Servicer
shall, at its own expense, seek to obtain ratings of each Class of Offered
Certificates (apart from the rating related to the Certificate Insurance Policy)
from such Rating Agency.

         Section 11.10 COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

                               [Signatures follow]






                                     -126-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.

                                       AAMES CAPITAL CORPORATION,
                                         as Seller


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       BANKERS TRUST COMPANY
                                       OF CALIFORNIA, N.A.,
                                         as Trustee and not in its
                                         individual capacity


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       COUNTRYWIDE HOME LOANS, INC.
                                             as Servicer


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                     -127-
<PAGE>

State of New York          )
                           )       ss.:
County of New York         )



         On the 19th day of December in the year 2000, before me, the
undersigned, personally appeared __________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.


                                       --------------------------
                                       Notary Public




[Notary Seal]




                                     -128-
<PAGE>


State of California        )
                           )        ss.:
County of Los Angeles      )


         On the 19th day of December in the year 2000, before me, the
undersigned, personally appeared ______________________, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.


                                       --------------------------
                                       Notary Public




[Notary Seal]




                                     -129-
<PAGE>

State of _________  )
                    )         ss.:
County of _______   )


         On the 19th day of December in the year 2000, before me, the
undersigned, personally appeared ______________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.


                                       --------------------------
                                       Notary Public




[Notary Seal]




                                     -130-
<PAGE>

                                   SCHEDULE I

                              List of Sub-Servicers


None.



<PAGE>

                                   SCHEDULE II


                      Schedule of Restricted Mortgage Loans


None.

<PAGE>

                                   SCHEDULE III


                   Initial Notional Amount of Class C Certificates



                              [Available from Aames]
<PAGE>



                                                                     EXHIBIT A-1



                      FORM OF FIXED RATE GROUP CERTIFICATE

Date of Pooling and Servicing             Original Class A-__F Certificate
Agreement and Cut-off Date:               Balance:  $
December 1, 2000

First Distribution Date:                  CUSIP No.
January 25, 2001

Denomination:  $                          Certificate No.:


                      Class A-_F Pass-Through Rate: ______%
                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                            SERIES 2000-2, CLASS A-_F

         evidencing a percentage interest in the distributions allocable to the
         Class A-_F Certificates with respect to a Trust consisting primarily of
         a pool of conventional, closed-end, fixed and adjustable rate
         residential mortgage loans, sold and serviced by Aames Capital
         Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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
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 in as much as the requested owner
hereof, Cede & Co. has an interest herein.

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate shown


                                      A-1-1

<PAGE>

above by the Original Class A-_F Certificate  Principal Balance) in a trust, the
assets of which consist primarily of a pool of conventional,  closed-end,  fixed
and adjustable rate residential  mortgage loans (the "Mortgage Loans"),  sold by
Aames Capital Corporation (the "Seller") and serviced by Countrywide Home Loans,
Inc.  (the  "Servicer,"  which term includes any  successor  Servicer  under the
Agreement  referred to below).  The Trust was created  pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the Seller,
the Servicer and Bankers  Trust  Company of  California,  N.A.,  as trustee (the
"Trustee"),  a summary of certain of the  pertinent  provisions  of which is set
forth hereafter.  To the extent not defined herein,  the capitalized  terms used
herein have the meanings  assigned in the Agreement.  This Certificate is issued
under and is subject to the terms,  provisions  and conditions of the Agreement,
to which  Agreement the Holder of this  Certificate  by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month (or if any such day is not a Business Day, on the
Business Day immediately following such 25th day) (the "Distribution Date"),
commencing on the first Distribution Date specified above, 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 (a) the Percentage
Interest evidenced by this Certificate and (b) the sum of the applicable Accrued
Certificate Interest and principal distributable thereon, as more specifically
set forth in the Agreement.

         Except as otherwise provided in the Agreement, distributions on this
Certificate will be made by the Trustee by check or money order mailed to the
Person entitled thereto at the address appearing in the Certificate Register, or
upon written request by the Certificateholder, by wire transfer to a bank
account maintained in the United States (in the case of any Holder of
Certificates entitled to such form of payment as provided in the Agreement) or
by such other means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose and as specified in such notice.

         This Certificate is one of a duly authorized issue of Certificates
designated as "Aames Mortgage Trust 2000-2 Mortgage Pass-Through
Certificates, Series 2000-2," and representing a beneficial ownership
interest, in each case subject to the limitations set forth in the Agreement
in, among other things, the Mortgage Loans in the Fixed Rate Group, such
assets as shall from time to time be identified or shall be required by the
Agreement to be identified as deposited in the Collection and/or Certificate
Account or invested in Permitted Investments in accordance with the
Agreement, all rights under any insurance policy covering a Mortgage Loan in
the Fixed Rate Group or the related Mortgaged Property and property and any
proceeds thereof which secured a Mortgage Loan and which has been acquired by
foreclosure, deed in lieu of foreclosure or by a comparable conversion.

         This Certificate is limited in right of payment to certain payments on
and collections in respect of the Mortgage Loans in the Fixed Rate Group, as
more specifically set forth in the


                                      A-1-2
<PAGE>

Agreement. The Holder of this Certificate, by its acceptance of this
Certificate, agrees that it will look solely to the funds on deposit in the
Certificate Account and, in certain limited circumstances, payments made
under the Certificate Insurance Policy in respect of any Insured Payment
allocable to Holders of this and that the Trustee in its individual capacity
is not personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Servicer and the Trustee with the consent of the
Certificate Insurer and the Holders of Certificates evidencing Voting Interests
represented by all Certificates aggregating not less than 51%. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates but with the prior written
consent of the Certificate Insurer.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee 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 of authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         This Certificate is issuable only as a registered Certificate without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for a new Certificate of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the

                                      A-1-3
<PAGE>

Seller,  the Trustee nor any of their respective agents shall be affected by any
notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of Mortgage Loans will result in early retirement
of the Certificates, the right of the Servicer to purchase being subject to the
Pool Balance at the time of purchase being less than 5% of the sum of the
Original Pool Balance and the Prefunding Account Deposit.

         This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      A-1-4

<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  December 19, 2000


                                                BANKERS TRUST COMPANY
                                                 OF CALIFORNIA, N.A., as Trustee



                                                By:
                                                   -----------------------------
                                                      Authorized Officer


CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates referred to in
the within named Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      A-1-5

<PAGE>


                                                                     EXHIBIT A-2


                         FORM OF CLASS A-V1 CERTIFICATE

Date of Pooling and Servicing                    Original Class A-V1 Certificate
Agreement and Cut-off Date:                      Balance:  $
December 1, 2000

First Distribution Date:                         CUSIP No. 00253CGJ0
January 25, 2001

Denomination:  $                                 Certificate No.:


                     Class A-V1 Adjustable Rate Certificate
                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                            SERIES 2000-2, CLASS A-V1

         evidencing a percentage interest in the distributions allocable to the
         Class A-V1 Certificates with respect to a Trust consisting primarily of
         a pool of conventional, closed-end, fixed and adjustable rate
         residential mortgage loans, sold and serviced by Aames Capital
         Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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
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 in as much as the requested owner
hereof, Cede & Co. has an interest herein.

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate shown above by the Original Class A-V1
Certificate Principal Balance) in a trust, the assets of which consist primarily
of a pool of conventional, closed-end, fixed and adjustable rate residential


                                      A-2-1
<PAGE>

mortgage loans (the "Mortgage Loans"), sold by Aames Capital Corporation (the
"Seller") and, Countrywide Home Loans, Inc. (the "Servicer," which term includes
any successor Servicer under the Agreement referred to below). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Seller, the Servicer and Bankers Trust Company of
California, N.A., as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month (or if any such day is not a Business Day, on the
Business Day immediately following such 25th day) (the "Distribution Date"),
commencing on the first Distribution Date specified above, 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 (a) the Percentage
Interest evidenced by this Certificate and (b) the sum of the applicable Accrued
Certificate Interest and principal distributable thereon, as more specifically
set forth in the Agreement.

         Except as otherwise provided in the Agreement, distributions on this
Certificate will be made by the Trustee by check or money order mailed to the
Person entitled thereto at the address appearing in the Certificate Register, or
upon written request by the Certificateholder, by wire transfer to a bank
account maintained in the United States (in the case of any Holder of
Certificates entitled to such form of payment as provided in the Agreement) or
by such other means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose and as specified in such notice.

         This Certificate is one of a duly authorized issue of Certificates
designated as "Aames Mortgage Trust 2000-2 Mortgage Pass-Through Certificates,
Series 2000-2," and representing a beneficial ownership interest, in each case
subject to the limitations set forth in the Agreement in, among other things,
the Mortgage Loans in the Adjustable Rate Group I, such assets as shall from
time to time be identified or shall be required by the Agreement to be
identified as deposited in the Collection and/or Certificate Account or invested
in Permitted Investments in accordance with the Agreement, all rights under any
insurance policy covering a Mortgage Loan in the Adjustable Rate Group I or the
related Mortgaged Property and property and any proceeds thereof which secured a
Mortgage Loan and which has been acquired by foreclosure, deed in lieu of
foreclosure or by a comparable conversion.

         This Certificate is limited in right of payment to certain payments on
and collections in respect of the Mortgage Loans in Adjustable Rate Group I, as
more specifically set forth in the Agreement. The Holder of this Certificate, by
its acceptance of this Certificate, agrees that it will look solely to the funds
on deposit in the Certificate Account and, in certain limited


                                      A-2-2
<PAGE>

circumstances,  payments made under the Certificate  Insurance Policy in respect
of any Insured Payment  allocable to Holders of this and that the Trustee in its
individual capacity is not personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Servicer and the Trustee with the consent of the
Certificate Insurer and the Holders of Certificates evidencing Voting Interests
represented by all Certificates aggregating not less than 51%. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates but with the prior written
consent of the Certificate Insurer.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee 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 of authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         This Certificate is issuable only as a registered Certificate without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for a new Certificate of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Seller, the Trustee nor any of their respective
agents shall be affected by any notice to the contrary.


                                      A-2-3
<PAGE>

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of Mortgage Loans will result in early retirement
of the Certificates, the right of the Servicer to purchase being subject to the
Pool Balance at the time of purchase being less than 5% of the sum of the
Original Pool Balance and the Prefunding Account Deposit.

         This Certificate (except to the extent it represents a right to receive
Supplemental Interest Amounts, as provided in the Agreement) constitutes a
"regular interest" in a "real estate mortgage investment conduit" as those terms
are defined in Section 860G(a)(1) and Section 860D, respectively, of the
Internal Revenue Code of 1986, as amended.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      A-2-4

<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 19, 2000


                                              BANKERS TRUST COMPANY
                                                 OF CALIFORNIA, N.A., as Trustee



                                              By:
                                                  ------------------------------
                                                    Authorized Officer


CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates referred to in
the within named Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      A-2-5


<PAGE>


                                                                     EXHIBIT A-3

                         FORM OF CLASS A-V2 CERTIFICATE

Date of Pooling and Servicing                    Original Class A-V2 Certificate
Agreement and Cut-off Date:                      Balance:  $
December 1, 2000

First Distribution Date:                         CUSIP No. 00253CGK7
January 25, 2001

Denomination:  $                                 Certificate No.:


                     Class A-V2 Adjustable Rate Certificate
                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                            SERIES 2000-2, CLASS A-V2

         evidencing a percentage interest in the distributions allocable to the
         Class A-V2 Certificates with respect to a Trust consisting primarily of
         a pool of conventional, closed-end, fixed and adjustable rate
         residential mortgage loans, sold and serviced by Aames Capital
         Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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
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 in as much as the requested owner
hereof, Cede & Co. has an interest herein.

         This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate shown above by the Original Class A-V2
Certificate Principal Balance) in a trust, the assets of which consist primarily
of a pool of conventional, closed-end, fixed and adjustable rate residential


                                      A-3-1
<PAGE>

mortgage loans (the "Mortgage Loans"), sold by Aames Capital Corporation (the
"Seller") and serviced by Countrywide Home Loans, Inc., (the "Servicer," which
term includes any successor Servicer under the Agreement referred to below). The
Trust was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Seller, the Servicer and Bankers
Trust Company of California, N.A., as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month (or if any such day is not a Business Day, on the
Business Day immediately following such 25th day) (the "Distribution Date"),
commencing on the first Distribution Date specified above, 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 (a) the Percentage
Interest evidenced by this Certificate and (b) the sum of the applicable Accrued
Certificate Interest and principal distributable thereon, as more specifically
set forth in the Agreement.

         Except as otherwise provided in the Agreement, distributions on this
Certificate will be made by the Trustee by check or money order mailed to the
Person entitled thereto at the address appearing in the Certificate Register, or
upon written request by the Certificateholder, by wire transfer to a bank
account maintained in the United States (in the case of any Holder of
Certificates entitled to such form of payment as provided in the Agreement) or
by such other means of payment as such Person and the Trustee shall agree.
Except as otherwise provided in the Agreement, the final distribution on this
Certificate will be made in the applicable manner described above, after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose and as specified in such notice.

         This Certificate is one of a duly authorized issue of Certificates
designated as "Aames Mortgage Trust 2000-2 Mortgage Pass-Through Certificates,
Series 2000-2," and representing a beneficial ownership interest, in each case
subject to the limitations set forth in the Agreement in, among other things,
the Mortgage Loans in Adjustable Rate Group II, such assets as shall from time
to time be identified or shall be required by the Agreement to be identified as
deposited in the Collection and/or Certificate Account or invested in Permitted
Investments in accordance with the Agreement, all rights under any insurance
policy covering a Mortgage Loan in Adjustable Rate Group II or the related
Mortgaged Property and property and any proceeds thereof which secured a
Mortgage Loan and which has been acquired by foreclosure, deed in lieu of
foreclosure or by a comparable conversion.

         This Certificate is limited in right of payment to certain payments on
and collections in respect of the Mortgage Loans in Adjustable Rate Group II, as
more specifically set forth in the Agreement. The Holder of this Certificate, by
its acceptance of this Certificate, agrees that it will look solely to the funds
on deposit in the Certificate Account and, in certain limited


                                      A-3-2
<PAGE>

circumstances, payments made under the Certificate Insurance Policy in respect
of any Insured Payment allocable to Holders of this and that the Trustee in its
individual capacity is not personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Servicer and the Trustee with the consent of the
Certificate Insurer and the Holders of Certificates evidencing Voting Interests
represented by all Certificates aggregating not less than 51%. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates but with the prior written
consent of the Certificate Insurer.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee 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 of authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         This Certificate is issuable only as a registered Certificate without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for new a Certificate of the same Class of authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Seller, the Trustee nor any of their respective
agents shall be affected by any notice to the contrary.


                                      A-3-3
<PAGE>

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of Mortgage Loans will result in early retirement
of the Certificates, the right of the Servicer to purchase being subject to the
Pool Balance at the time of purchase being less than 5% of the sum of the
Original Pool Balance and the Prefunding Account Deposit.

         This Certificate (except to the extent it represents a right to receive
Supplemental Interest Amounts, as provided in the Agreement) constitutes a
"regular interest" in a "real estate mortgage investment conduit" as those terms
are defined in Section 860G(a)(1) and Section 860D, respectively, of the
Internal Revenue Code of 1986, as amended.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      A-3-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 19, 2000


                                              BANKERS TRUST COMPANY
                                                OF CALIFORNIA, N.A., as Trustee



                                              By:
                                                 -------------------------------
                                                    Authorized Officer


CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates referred to in
the within named Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      A-3-5
<PAGE>


                                                                     EXHIBIT B-1


                           FORM OF CLASS C CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT SET FORTH IN
THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 6.02(c) OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE REPRESENTS TO THE TRANSFEROR AND THE TRUSTEE THAT (1) SUCH TRANSFEREE
IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), OR A PERSON ACTING ON BEHALF OF A PLAN OR
USING THE ASSETS OF A PLAN TO EFFECT SUCH PURCHASE AND IS NOT AN INSURANCE
COMPANY PURCHASING SUCH CERTIFICATE OR INTEREST FROM FUNDS IN A GENERAL ACCOUNT
OR SEPARATE ACCOUNT (WITH CERTAIN LIMITATIONS) OR (2) SUCH TRANSFEREE IS AN
INSURANCE COMPANY PURCHASING A CLASS C CERTIFICATE WITH FUNDS CONTAINED IN AN
"INSURANCE COMPANY GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) SATISFYING SECTION III OF PTCE
95-60.


                                      B-1-1

<PAGE>


Date of Pooling and Servicing                          Percentage Interest:  __%
Agreement and Cut-off Date:
December 1, 2000                                             Certificate No.:

First Distribution Date:
January 25, 2001

                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                             SERIES 2000-2, CLASS C

         evidencing a percentage interest in the distributions allocable to the
         Class C Certificate with respect to a Trust consisting primarily of a
         pool of conventional, closed-end, fixed and adjustable rate residential
         mortgage loans sold and serviced by Aames Capital Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         This certifies that Aames Capital Corporation is the registered owner
of the Percentage Interest specified on the face of this Class C Certificate.
This Class C Certificate is one series of Certificates issued by a trust, the
assets of which consist primarily of a pool of conventional, closed-end, fixed
rate and adjustable rate residential mortgage loans (the "Mortgage Loans"), sold
by Aames Capital Corporation (the "Seller") and, serviced by Countrywide Home
Loans, Inc. (the "Servicer," which term includes any successor Servicer under
the Agreement referred to below). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") between the
Seller, the Servicer and Bankers Trust Company of California, N.A., as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to such terms 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.

         No transfer of a Class C Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws or is made in
accordance with such Act and laws. In the event that such a transfer is desired
to be made by the holder hereof, (i) the transferee will be required to execute
an investment letter in the form described by the Agreement and (ii) if such
transfer is to be made, the Trustee shall require the Holder to deliver an
Opinion of Counsel acceptable to


                                      B-1-2
<PAGE>

and in form and substance satisfactory to the Trustee and the Seller that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the Act and
of any applicable state securities laws. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the Seller
and the Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws. In
connection with any such transfer, the Trustee will also require an affidavit,
in the form as described in the Agreement, stating the matters set forth on the
legend of this Class C Certificate.

         The Class C Certificates are entitled to the Class C Distribution
Amount on each Distribution Date. The Class C Certificates are not entitled to
any payments on and collections in respect of the Mortgage Loans on any
Distribution Date until all other distributions on the Offered Certificates for
such Distribution Date and reimbursements of certain advances have been made in
accordance with the Agreement. The Holder of this Certificate, by its acceptance
of this Certificate, agrees that the Trustee in its individual capacity is not
personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Seller, the Servicer and the Trustee with the
consent of the Certificate Insurer and the Holders of Certificates evidencing
Voting Interests represented by all Certificates aggregating not less than 51%.
The Class C Certificate will have no Voting Interests. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates but with the prior written
consent of the Certificate Insurer.

         The Certificates are issuable only as registered Certificates without
coupons in the Percentage Interest specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for a new Certificate evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Servicer, the Trustee, and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing together with
an affidavit in the form as described in the Agreement, and thereupon a new
Certificate evidencing the same aggregate Percentage Interest will be issued to
the designated transferee or transferees.


                                      B-1-3
<PAGE>

         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 Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Seller, the Trustee nor any of their respective
agents shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of all Mortgage Loans in the Trust will result in
early retirement of the Certificates, the right of the Servicer to purchase
being subject to the Pool Balance at the time of purchase being less than 5% of
the sum of the Original Pool Balance and the Prefunding Account Deposit.

         This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      B-1-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  December 19, 2000

                                             BANKERS TRUST COMPANY
                                               OF CALIFORNIA, N.A., as Trustee



                                             By:
                                                --------------------------------
                                                  Authorized Officer



CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates
referred to in the within named
Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      B-1-5
<PAGE>


                                                                     EXHIBIT B-2


                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT SET
FORTH IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02(b) OF THE AGREEMENT REFERRED TO
HEREIN.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
"RESIDUAL INTEREST" IN EACH OF TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). A TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN SECTION
6.02(b) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH
AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT (I) IT IS NOT
(i) A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR
SUCH DISQUALIFIED ORGANIZATION, (ii) AN ENTITY THAT HOLDS REMIC RESIDUAL
SECURITIES AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF SUCH
SECURITIES THROUGH BOOK-ENTRY CHANGES IN ACCOUNTS OF PARTICIPATING ORGANIZATIONS
(A "BOOK-ENTRY NOMINEE"), (iii) AN INDIVIDUAL, CORPORATION, PARTNERSHIP OR OTHER
PERSON UNLESS SUCH TRANSFEREE (A) IS NOT A FOREIGN PERSON OR (B) IS A FOREIGN
PERSON THAT WILL HOLD SUCH CLASS R CERTIFICATE IN CONNECTION WITH THE CONDUCT OF
A TRADE OR BUSINESS WITHIN THE UNITED STATES AND HAS FURNISHED THE TRANSFEROR
AND THE TRUSTEE WITH AN EFFECTIVE INTERNAL REVENUE SERVICE FORM 4224 OR (C) IS A
FOREIGN PERSON THAT HAS DELIVERED TO BOTH THE TRANSFEROR AND THE TRUSTEE AN
OPINION OF A NATIONALLY RECOGNIZED TAX COUNSEL TO THE EFFECT THAT THE TRANSFER
OF THE CLASS R CERTIFICATE TO IT IS IN ACCORDANCE WITH THE REQUIREMENTS OF THE
CODE AND THE REGULATIONS PROMULGATED THEREUNDER AND THAT SUCH TRANSFER OF THE
CLASS R CERTIFICATE WILL NOT BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES (ANY
SUCH PERSON WHO IS NOT COVERED BY


                                      B-2-1
<PAGE>

CLAUSE (A), (B) OR (C) ABOVE BEING REFERRED TO HEREIN AS A "NON-PERMITTED
FOREIGN HOLDER") OR (iv) ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED, OR ANY PERSON WHICH IS AN INDIVIDUAL RETIREMENT ACCOUNT OR EMPLOYEE
BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO SECTION 4975 OF THE CODE (AN "ERISA
PLAN") OR AN ENTITY, INCLUDING AN INSURANCE COMPANY SEPARATE ACCOUNT OR GENERAL
ACCOUNT, WHOSE UNDERLYING ASSETS INCLUDE ERISA PLAN ASSETS BY REASON OF AN ERISA
PLAN'S INVESTMENT IN THE ENTITY, OR ANY PERSON INVESTING THE ASSETS OF AN ERISA
PLAN OR SUCH AN ENTITY, WHETHER AS NOMINEE, TRUSTEE, AGENT OR OTHERWISE, (II) IT
HAS NO INTENT OR PURPOSE TO IMPEDE THE ASSESSMENT OR COLLECTION OF ANY FEDERAL,
STATE OR LOCAL INCOME TAXES LEGALLY REQUIRED TO BE PAID WITH RESPECT TO THE
CLASS R CERTIFICATE, AND (III) IT HAS AGREED TO SUCH AMENDMENTS TO FURTHER
EFFECTUATE THE RESTRICTIONS ON TRANSFERS TO DISQUALIFIED ORGANIZATIONS, AGENTS
THEREOF, BOOK-ENTRY NOMINEES, NON-PERMITTED FOREIGN HOLDERS OR ERISA PLANS. THE
TERM "FOREIGN PERSON" MEANS A PERSON WHO IS NOT ONE OF THE FOLLOWING: A CITIZEN
OR RESIDENT OF THE UNITED STATES, A CORPORATION OR PARTNERSHIP (OR OTHER ENTITY
CLASSIFIED AS A CORPORATION OR PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSES)
CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, AN ESTATE THAT IS SUBJECT TO U.S. FEDERAL INCOME TAX
REGARDLESS OF THE SOURCE OF ITS INCOME, OR TRUST IF (i) A COURT WITHIN THE
UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER THE ADMINISTRATION OF
THE TRUST, AND (ii) ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO
CONTROL ALL SUBSTANTIAL DECISIONS OF THE TRUST.

         THE HOLDER OF THIS CLASS R CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED
TO HAVE AGREED TO THE DESIGNATION OF THE SERVICER AS ITS AGENT TO ACT AS "TAX
MATTERS PERSON" TO PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES
OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE, OR, IF SO REQUESTED BY
THE SERVICER, TO ACT AS TAX MATTERS PERSON.


                                      B-2-2

<PAGE>


Date of Pooling and Servicing                     Percentage Interest:  ___%
Agreement and Cut-off Date:
December 1, 2000                                           Certificate No.:  ___

First Distribution Date:
January 25, 2001

                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                             SERIES 2000-2, CLASS R

         evidencing a percentage interest in the distributions allocable to the
         Class R Certificate with respect to a Trust consisting primarily of a
         pool of conventional, closed-end, fixed rate and adjustable rate
         residential mortgage loans sold and serviced by Aames Capital
         Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         This certifies that Aames Capital Corporation is the registered owner
of the Percentage Interest specified on the face of this Class R Certificate.
This Class R Certificate is one series of Certificates issued by a trust, the
assets of which consist primarily of a pool of conventional, closed-end, fixed
rate and adjustable rate residential mortgage loans (the "Mortgage Loans"), sold
by Aames Capital Corporation (the "Seller") and serviced by Countrywide Home
Loans, Inc. (the "Servicer," which term includes any successor Servicer under
the Agreement referred to below). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Seller, the Servicer and Bankers Trust Company of California, N.A., as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to such terms 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.

         No transfer of a Class R Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws or is made in
accordance with such Act and laws. In the event that such a transfer is desired
to be made by the holder hereof, (i) the transferee will be required to execute
an investment letter in the form described by the Agreement and (ii) if such
transfer is to be made, the Trustee shall require the Holder to deliver an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Seller that such transfer is exempt


                                      B-2-3
<PAGE>

(describing the applicable exemption and the basis therefor) from or is being
made pursuant to the registration requirements of the Act and of any applicable
state securities laws. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Seller and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. In connection with any such
transfer, the Trustee will also require an affidavit, in the form as described
in the Agreement, stating the matters set forth on the legend of this Class R
Certificate.

          The Holder of the Class R Certificate, by acceptance hereof, is deemed
to have designated the Servicer, if permitted by the Code and applicable law, to
act as the "tax matters person", to perform the functions of a "tax matters
partner" for purposes of Subchapter C of Chapter 63 of Subtitle F of the Code
and if not so permitted, the Holder of the Class R Certificate, is deemed to
have agreed to act as such "tax matters person".

         The Class R Certificate is not entitled to any payments on and
collections in respect of the Mortgage Loans on any Distribution Date until all
other distributions for such Distribution Date have been made in accordance with
the Agreement. The Holder of this Certificate, by its acceptance of this
Certificate, agrees that the Trustee in its individual capacity is not
personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Seller, the Servicer, and the Trustee with the
consent of the Certificate Insurer and the Holders of Certificates evidencing
Voting Interests represented by all Certificates aggregating not less than 51%.
The Class R Certificate will have no Voting Interests. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of the Certificates but with the prior written consent of
the Certificate Insurer.

         This Certificate is issuable only as a registered Certificate without
coupons in the Percentage Interest specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, the
Certificate is exchangeable for a new Certificate evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Servicer, the Trustee, and the Certificate Registrar duly executed by the
Holder hereof or such


                                      B-2-4
<PAGE>

Holder's attorney duly authorized in writing together with an affidavit in the
form as described in the Agreement, and thereupon a new Certificate evidencing
the same aggregate Percentage Interest will be issued to the designated
transferee or transferees.

         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 Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Seller, the Trustee nor any of their respective
agents shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of Mortgage Loans will result in early retirement
of the Certificates, the right of the Servicer to purchase being subject to the
Pool Balance at the time of purchase being less than 5% of the sum of the
Original Pool Balance and the Prefunding Account Deposit.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      B-2-5

<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  December 19, 2000

                                               BANKERS TRUST COMPANY
                                                 OF CALIFORNIA, N.A., as Trustee



                                               By:
                                                  ------------------------------
                                                     Authorized Officer



CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates
referred to in the within named
Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      B-2-6


<PAGE>


                                                                     EXHIBIT B-4

                           FORM OF CLASS P CERTIFICATE


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT SET FORTH IN
THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 6.02(c) OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS
EXCEPT AS PROVIDED HEREIN.


                                      B-4-1

<PAGE>



Date of Pooling and Servicing                         Percentage Interest:  100%
Agreement and Cut-off Date:
December 1, 2000                                               Certificate No.:

First Distribution Date:
January 25, 2001

                           AAMES MORTGAGE TRUST 2000-2
                       MORTGAGE PASS-THROUGH CERTIFICATE,
                             SERIES 2000-2, CLASS P

         evidencing a percentage interest in the distributions allocable to the
         Class P Certificate with respect to a Trust consisting primarily of a
         pool of conventional, closed-end, fixed and adjustable rate residential
         mortgage loans sold and serviced by Aames Capital Corporation.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
AAMES CAPITAL CORPORATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES. THIS CERTIFICATE IS NOT A DEPOSIT, AND NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

         This certifies that Aames Capital Corporation is the registered owner
of the Percentage Interest specified on the face of this Class P Certificate.
This Class P Certificate is one series of Certificates issued by a trust, the
assets of which consist primarily of a pool of conventional, closed-end, fixed
rate and adjustable rate residential mortgage loans (the "Mortgage Loans"), sold
by Aames Capital Corporation (the "Seller") and, serviced by Countrywide Home
Loans, Inc. (the "Servicer," which term includes any successor Servicer under
the Agreement referred to below). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") between the
Seller, the Servicer and Bankers Trust Company of California, N.A., as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned to such terms 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.

         No transfer of a Class P Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), and any applicable state securities laws or is made in
accordance with such Act and laws. In the event that such a transfer is desired
to be made by the holder hereof, (i) the transferee will be required to execute
an investment letter in the form described by the Agreement and (ii) if such
transfer is


                                      B-4-2
<PAGE>

to be made, the Trustee shall require the Holder to deliver an Opinion of
Counsel acceptable to and in form and substance satisfactory to the Trustee
and the Seller that such transfer is exempt (describing the applicable
exemption and the basis therefor) from or is being made pursuant to the
registration requirements of the Act and of any applicable state securities
laws. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee, the Seller and the Servicer against
any liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws. In connection with any such
transfer, the Trustee will also require an affidavit, in the form as
described in the Agreement, stating the matters set forth on the legend of
this Class P Certificate.

         The Class P Certificates do not have a pass-through rate and will be
entitled to distributions only to the extent set forth in the Agreement. The
Holder of this Certificate, by its acceptance of this Certificate, agrees that
the Trustee in its individual capacity is not personally 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 hereby, and the rights,
duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller, the Servicer, and the rights of the Certificateholders under the
Agreement at any time by the Seller, the Servicer and the Trustee with the
consent of the Certificate Insurer and the Holders of Certificates evidencing
Voting Interests represented by all Certificates aggregating not less than 51%.
The Class P Certificate will have no Voting Interests. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates but with the prior written
consent of the Certificate Insurer.

         The Certificates are issuable only as registered Certificates without
coupons in the Percentage Interest specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, each
Certificate is exchangeable for a new Certificate evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registerable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Servicer, the Trustee, and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing together with
an affidavit in the form as described in the Agreement, and thereupon a new
Certificate evidencing the same aggregate Percentage Interest will be issued to
the designated transferee or transferees.


                                      B-4-3
<PAGE>

         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 Seller and the Trustee and any of their respective agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Seller, the Trustee nor any of their respective
agents shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon payment to the Certificateholders, or
provision therefor, in accordance with the Agreement upon (a) the purchase by
the Servicer of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust at a price determined as provided in the
Agreement, or (b) the later of the final payment or other liquidation of the
last Mortgage Loan remaining in the Trust or the disposition of all property
acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage
Loan. The exercise of the right of the Servicer to purchase all the Mortgage
Loans and property in respect of all Mortgage Loans in the Trust will result in
early retirement of the Certificates, the right of the Servicer to purchase
being subject to the Pool Balance at the time of purchase being less than 5% of
the sum of the Original Pool Balance and the Prefunding Account Deposit.

         This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.

         This Certificate will not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned for
authenticating purposes only by any authorized officer of the Trustee.


                                      B-4-4

<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  December 19, 2000

                                              BANKERS TRUST COMPANY
                                                OF CALIFORNIA, N.A., as Trustee



                                             By:
                                                --------------------------------
                                                        Authorized Officer



CERTIFICATE OF AUTHENTICATION:

This is one of the Certificates
referred to in the within named
Agreement



By:
   ----------------------------------------------
      Authorized Officer of Bankers Trust Company
         of California, N.A., as Trustee


                                      B-4-5

<PAGE>


                                                                       EXHIBIT C



                                     FORM OF
                          SUBSEQUENT TRANSFER AGREEMENT

         Pursuant to this Subsequent Transfer Agreement, dated as of
[___________ , ___] by and between Aames Capital Corporation (the "Seller") and
Bankers Trust Company of California, N.A., in its capacity as trustee for Aames
Mortgage Trust 2000-2 (the "Trustee"), and pursuant to that certain Pooling and
Servicing Agreement, dated as of December 1, 2000 (the "Pooling and Servicing
Agreement"), by and among the Seller, as seller, the Trustee, as trustee, and
Countrywide Home Loans, Inc., as servicer, the Seller and the Trustee agree to
the sale by the Seller and the purchase by the Trustee of additional mortgage
loans (the "Subsequent Mortgage Loans") as listed on the Mortgage Loan Schedule
attached hereto as Schedule A.

         Capitalized terms used and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.

         Section 1.  PURCHASE AND CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

         (a) The Seller does hereby sell, transfer, assign, set over and convey
to the Trustee:

             (i)    all right, title and interest of such Seller in and
                    to the Subsequent Mortgage Loans owned by it and
                    listed on Schedule A hereto, including without
                    limitation, the related Mortgages, Mortgage Files and
                    Mortgage Notes, and all payments on, and proceeds
                    with respect to, such Subsequent Mortgage Loans
                    received on and after the Subsequent Cut-off Date
                    except such payments and proceeds as the Servicer is
                    entitled to retain pursuant to the express provisions
                    of the Pooling and Servicing Agreement;

             (ii)   all right, title and interest of such Seller in the
                    Mortgages on the properties securing the Subsequent
                    Mortgage Loans, including any related Mortgaged
                    Property acquired by or on behalf of the Trust by
                    foreclosure or deed in lieu of foreclosure or
                    otherwise;

             (iii)  all right, title and interest of such Seller in and
                    to any rights in or proceeds from any insurance
                    policies (including title insurance policies)
                    covering the Subsequent Mortgage Loans, the related
                    Mortgaged Properties or Mortgagors and any amounts
                    recovered from third parties in respect of any
                    Subsequent Mortgage Loans that became Liquidated
                    Mortgage Loans; and

             (iv)   the proceeds of all of the foregoing.


                                       C-1
<PAGE>

         (b) With respect to each Subsequent Mortgage Loan, the Seller,
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 Seller of
the Subsequent Mortgage Loans identified on the Schedule A hereto shall be
absolute and is intended by the Seller, the Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Seller.

         (c) The expenses and costs relating to the delivery of the Subsequent
Mortgage Loans, this Agreement and the Pooling and Servicing Agreement shall be
borne by the Seller.

         (d) Additional terms of the sale, including the purchase price, are set
forth on Attachment A hereto.

         Section 2.  REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

         (a) The Seller hereby affirms the representations and warranties set
forth in Section 2.05 of the Pooling and Servicing Agreement that relate to the
Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms that
each of the conditions set forth in Section 2.02 of the Pooling and Servicing
Agreement (except such conditions that are required to be satisfied as of the
end of the Funding Period) are satisfied as of the date hereof.

         (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 Agreement shall control over the conflicting
provisions of the Pooling and Servicing Agreement.

         Section 3.  RECORDATION OF AGREEMENT.

         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 Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer and at its expense in the event such recordation
materially and beneficially affects the interests of Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 4.  GOVERNING LAW.

         This Agreement shall be construed in accordance with the laws of the
State of New York (without regard to conflict of laws principles and the
application of the laws of any other jurisdiction), and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.


                                       C-2

<PAGE>

         Section 5.  SUCCESSORS AND ASSIGNS.

         This Agreement shall inure to the benefit of and be binding upon the
Seller and the Purchaser and their respective successors and assigns. The
Certificate Insurer is a third party beneficiary hereto and shall be entitled to
enforce the provisions hereof as if a party hereto.



                                       C-3
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.


                                             AAMES CAPITAL CORPORATION,
                                               as Seller


                                             By:
                                                --------------------------------
                                                 Name:
                                                 Title:


                                             BANKERS TRUST COMPANY
                                             OF CALIFORNIA, N.A., as Trustee
                                             for Aames Mortgage Trust 2000-2



                                             By:
                                                --------------------------------
                                                 Name:
                                                 Title:


                                       C-4
<PAGE>


                                   SCHEDULE A

                        SUBSEQUENT MORTGAGE LOAN SCHEDULE
                                  ATTACHMENT A


Subsequent Transfer Date:

Subsequent Cut-off Date:

Aggregate of the Principal Balances of
 Subsequent Mortgage Loans:

Aggregate of the Purchase Prices of
  Subsequent Mortgage Loans:

Number of Subsequent Mortgage Loans:


                                       C-5
<PAGE>


                                                                       EXHIBIT D

                          CERTIFICATE INSURANCE POLICY












                                       D-1
<PAGE>

                                                              FINANCIAL GUARANTY
                                                                INSURANCE POLICY

                                                            Policy No.:  51018-N
                                                   Date of Issuance:  12/19/2000
Trust:   As described in Endorsement No. 1
Certificates:  $471,502,000 Aames Mortgage Trust 2000-2, Mortgage
                Pass-Through Certificates, Series 2000-2, Class A-1F,
                Class A-2F, Class A-3F, Class A-4F, Class A-5F, Class
                A-6F, Class A-V1 and Class A-V2

         FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.

         For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.

         Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.

         Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.

         Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.

         This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This Policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.

         In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

                                       FINANCIAL SECURITY ASSURANCE INC.



                                       By
                                         --------------------------------------
                                         AUTHORIZED OFFICER


A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y.  10022-6022                      (212) 826-0100

<PAGE>

                              ENDORSEMENT NO. 1 TO
                       FINANCIAL GUARANTY INSURANCE POLICY


FINANCIAL SECURITY ASSURANCE INC.

TRUST:             Established pursuant to the Pooling and Servicing Agreement
                   dated as of December 1, 2000 among Aames Capital Corporation,
                   as Sponsor, Countrywide Home Loans, Inc., as Servicer and
                   Bankers Trust Company of California, N.A., as Trustee

CERTIFICATES:      $471,502,000 Aames Mortgage Trust 2000-2, Mortgage Pass-
                   Through Certificates, Series 2000-2, Class A-1F Certificates,
                   Class A-2F Certificates, Class A-3F Certificates, Class A-4F
                   Certificates, Class A-5F Certificates, Class A-6F
                   Certificates, Class A-V1 Certificates and Class A-V2
                   Certificates.

POLICY NO.:        51018-N

DATE OF ISSUANCE:  December 19, 2000

         1. DEFINITIONS. For all purposes of this Policy, the terms specified
below shall have the meanings or constructions provided below. Capitalized terms
used herein and not otherwise defined herein shall have the meanings provided in
the Pooling and Servicing Agreement unless the context shall otherwise require.

         "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in New York City or Santa Ana,
California are authorized or obligated by law, executive order or governmental
decree to be closed.

         "GUARANTEED DISTRIBUTIONS" means, with respect to each Distribution
Date, the distribution to be made to Holders in an aggregate amount equal to the
Insured Payments, in each case in accordance with the original terms of the
Certificates when issued and without regard to any amendment or modification of
the Certificates or the Pooling and Servicing Agreement except amendments or
modifications to which Financial Security has given its prior written consent.
Guaranteed Distributions shall not include, nor shall coverage be provided under
this Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority due in connection with the payment of any Guaranteed
Distribution to a Holder. Guaranteed Distributions shall not include any
Supplemental Interest Amount.

         "INSURED PAYMENTS" has the meaning set forth in the Pooling and
Servicing Agreement without regard to Preference Amount.

         "POLICY" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.

<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


         "POOLING AND SERVICING AGREEMENT" means the Pooling and Servicing
Agreement dated as of December 1, 2000 among Aames Capital Corporation, as
Sponsor, Countrywide Home Loans, Inc., as Servicer and Bankers Trust Company of
California, N.A., as Trustee, as amended from time to time with the consent of
Financial Security.

         "RECEIPT" and "RECEIVED" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, at or prior to 12:00 noon, New
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
Received on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trustee is not in proper form or is not properly completed,
executed or delivered, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the Trustee and
the Trustee may submit an amended notice.

         "TERM OF THIS POLICY" means the period from and including the Date of
Issuance to and including the date on which (i) the Certificate Principal
Balance of all the Certificates is zero, (ii) any period during which any
payment on the Certificates could have been avoided in whole or in part as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law has expired, and (iii) if any proceedings requisite to avoidance as
a preference payment have been commenced prior to the occurrence of (i) and
(ii), a final and non-appealable order in resolution of each such proceeding has
been entered.

         "TRUSTEE" means Bankers Trust Company of California, N.A., in its
capacity as Trustee under the Pooling and Servicing Agreement and any successor
in such capacity.

         2. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF INSURED PAYMENTS.
Following Receipt by Financial Security of a notice and certificate from the
Trustee in the form attached as Exhibit A to this Endorsement, Financial
Security will pay any amount payable hereunder in respect of Insured Payments
out of the funds of Financial Security on the later to occur of (a) 12:00 noon,
New York City time, on the second Business Day following such Receipt; and (b)
12:00 noon, New York City time, on the Distribution Date to which such claim
relates. Payments due hereunder in respect of Insured Payments will be disbursed
by wire transfer of immediately available funds to the Policy Payments Account
established pursuant to the Pooling and Servicing Agreement or, if no such
Policy Payments Account has been established, to the Trustee.

         Financial Security shall be entitled to pay any amount hereunder in
respect of Insured Payments, whether or not any notice and certificate shall
have been Received by Financial Security as provided above, provided, however,
that by acceptance of this Policy the Trustee agrees to provide to Financial
Security, upon Financial Security's request to the Trustee a notice and
certificate in respect of such payments made by Financial Security. Financial
Security shall be entitled to pay principal hereunder on an accelerated basis if
Financial Security shall so elect in its sole discretion, at any time or from
time to time, in whole or in part, at an earlier distribution date than provided
in the definition of Insured Payments, if such principal would

                                       2
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


have been payable under the Pooling and Servicing Agreement were funds
sufficient to make such payment available to the Trustee for such purpose.
Insured Payments insured hereunder shall not include interest, in respect of
principal paid hereunder on an accelerated basis, accruing from after the date
of such payment of principal. Financial Security's obligations hereunder in
respect of Insured Payments shall be discharged to the extent funds are
disbursed by Financial Security as provided herein whether or not such funds are
properly applied by the Trustee.

         3. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF INSURED PAYMENTS
AVOIDED AS PREFERENCE PAYMENTS. If any Insured Payment is avoided as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law, Financial Security will pay such amount out of the funds of
Financial Security on the later of (a) the date when due to be paid pursuant to
the Order referred to below or (b) the first to occur of (i) the fourth Business
Day following Receipt by Financial Security from the Trustee of (A) a certified
copy of the order of the court or other governmental body which exercised
jurisdiction to the effect that the relevant Certificateholder is required to
return principal or interest distributed with respect to the Certificate during
the Term Of This Policy because such distributions were avoidable as preference
payments under applicable bankruptcy law (the "Order"), (B) a certificate of the
relevant Certificateholder that the Order has been entered and is not subject to
any stay and (C) an assignment duly executed and delivered by the relevant
Certificateholder, in such form as is reasonably required by Financial Security
and provided to the relevant Certificateholder by Financial Security,
irrevocably assigning to Financial Security all rights and claims of the
relevant Certificateholder relating to or arising under the Certificate against
the debtor which made such preference payment or otherwise with respect to such
preference payment or (ii) the date of Receipt by Financial Security from the
Trustee of the items referred to in clauses (A), (B) and (C) above if, at least
four Business Days prior to such date of Receipt, Financial Security shall have
Received written notice from the Trustee that such items were to be delivered on
such date and such date was specified in such notice. Such payment shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Order and not to the Trustee or any Certificateholder
directly (unless a Certificateholder has previously paid such amount to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order, in which case such payment shall be disbursed to the Trustee for
distribution to such Certificateholder upon proof of such payment reasonably
satisfactory to Financial Security). In connection with the foregoing, Financial
Security shall have the rights provided pursuant to Section 3.18(c) and (d) of
the Pooling and Servicing Agreement.

         4. GOVERNING LAW. This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.

         5. FISCAL AGENT. At any time during the Term Of This Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial

                                       3
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.

         6. WAIVER OF DEFENSES. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.

         7. NOTICES. All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:

                  Financial Security Assurance Inc.
                  350 Park Avenue
                  New York, NY  10022
                  Attention:   Managing Director-Transaction Oversight
                  Re:          Aames Mortgage Trust 2000-2
                               Mortgage Pass-Through Certificates, Series 2000-2
                  Policy No:   51018-N
                  Telecopy No.: (212) 339-3518
                  Confirmation: (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.

         8. PRIORITIES. In the event any term or provision of the face of this
Policy is inconsistent with the provisions of this Endorsement, the provisions
of this Endorsement shall take precedence and shall be binding.

         9. EXCLUSIONS FROM INSURANCE GUARANTY FUNDS. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California


                                       4
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.

         10. SURRENDER OF POLICY. The Trustee shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term Of This Policy.

         IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.

                                       FINANCIAL SECURITY ASSURANCE INC.


                                       By:
                                          -------------------------------------
                                          Authorized Officer




                                       5
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000

                                                                       Exhibit A
                                                                To Endorsement 1


                         NOTICE OF CLAIM AND CERTIFICATE



Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022

         Re:      Aames Mortgage Trust 2000-2

         The undersigned, a duly authorized officer of Bankers Trust Company of
California, N.A. (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 51018-N dated December 19, 2000, including Endorsement No.
1 thereto, (the "Policy") issued by Financial Security in respect of Aames
Mortgage Trust 2000-2, Mortgage Pass-Through Certificates, Series 2000-2, Class
A-1F, Class A-2F, Class A-3F, Class A-4F, Class A-5F, Class A-6F, Class A-V1 and
Class A-V2 (the "Certificates"), that:

                  (1) The Trustee is the Trustee for the Holders under the
         Pooling and Servicing Agreement.

                  (2) With respect to the Class A-1F Certificates, Class A-2F
         Certificates, Class A- 3F Certificates, Class A-4F Certificates, Class
         A-5F Certificates, Class A-6F Certificates, Class A-V1 Certificates and
         Class A-V2 Certificates for the Distribution Date in _______, the
         related Insured Payment due under the Policy is $_______________.

                  (3) The Trustee is making a claim under the Policy for the
         Insured Payment to be applied to distributions of principal or interest
         or both with respect to the Certificates.

                  (4) The Trustee agrees that, following receipt of funds from
         Financial Security, it shall (a) hold such amounts in trust and apply
         the same directly to the payment of Insured Payments on the
         Certificates when due; (b) not apply such funds for any other purpose;
         (c) not commingle such funds with other funds held by the Trustee and
         (d) maintain an accurate record of such payments with respect to each
         Certificate and the corresponding claim on the Policy and proceeds
         thereof and, if the Certificate is required to be surrendered or
         presented for such payment, shall stamp on each such Certificate the
         legend "$[insert applicable amount] paid by Financial Security and the
         balance hereof has been cancelled and reissued" and then shall deliver
         such Certificate to Financial Security.

                                       A-1
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


                  (5) The Trustee, on behalf of the Certificateholders, hereby
         assigns to Financial Security the rights of the Certificateholders with
         respect to the Certificates to the extent of any payments under the
         Policy, including, without limitation, any amounts due to the
         Certificateholders in respect of securities law violations arising from
         the offer and sale of the Certificates. The foregoing assignment is in
         addition to, and not in limitation of, rights of subrogation otherwise
         available to Financial Security in respect of such payments. The
         Trustee shall take such action and deliver such instruments as may be
         reasonably requested or required by Financial Security to effectuate
         the purpose or provisions of this clause (v).

                  (6) The Trustee, on its behalf and on behalf of the
         Certificateholders, hereby appoints Financial Security as agent and
         attorney-in-fact for the Trustee and each such Certificateholder in any
         legal proceeding with respect to the Certificates. The Trustee hereby
         agrees that Financial Security may at any time during the continuation
         of any proceeding by or against the Seller under the United States
         Bankruptcy Code or any other applicable bankruptcy, insolvency,
         receivership, rehabilitation or similar law (an "Insolvency
         Proceeding") direct all matters relating to such Insolvency Proceeding,
         including without limitation, (A) all matters relating to any claim in
         connection with an Insolvency Proceeding seeking the avoidance as a
         preferential transfer of any distribution with respect to the
         Certificates (a "Preference Claim"), (B) the direction of any appeal of
         any order relating to any Preference Claim at the expense of Financial
         Security but subject to reimbursement as provided in the Insurance and
         Indemnity Agreement, dated as of December 19, 2000, between Aames
         Capital Corporation and Financial Security and (C) the posting of any
         surety, supersedeas or performance bond pending any such appeal. In
         addition, the Trustee hereby agrees that Financial Security shall be
         subrogated to, and the Trustee on its behalf and on behalf of each
         Certificateholder, hereby delegates and assigns, to the fullest extent
         permitted by law, the rights of the Trustee and each Certificateholder
         in the conduct of any Insolvency Proceeding, including, without
         limitation, all rights of any party to an adversary proceeding or
         action with respect to any court order issued in connection with any
         such Insolvency Proceeding.

                  (7) Payment should be made by wire transfer directed to the
         Policy Payments Account.

         Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.

                                       A-2
<PAGE>
Policy No.: 51018-N                         Date of Issuance: December 19, 2000


         IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the _______ day of _____________________, _____.


                                       BANKERS TRUST COMPANY OF
                                       CALIFORNIA, N.A., as Trustee


                                       By:
                                              ----------------------------------
                                       Title:
                                              ----------------------------------


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

For Financial Security or Fiscal Agent Use Only

Wire transfer sent _____________ by _____________________________________

Confirmation Number ___________________________________________


                                      A-3

<PAGE>


                                                                       EXHIBIT E


                             MORTGAGE LOAN SCHEDULE

                       [On file with Sponsor and Trustee]












                                       E-1
<PAGE>


                                                                       EXHIBIT F


                    FORM OF ANNUAL STATEMENT AS TO COMPLIANCE


         The undersigned, ___________________ , ________________ of
Countrywide Home Loans, Inc. (the "Servicer"), in its capacity as Servicer
under that certain Pooling and Servicing Agreement dated as of December 1,
2000 (the "Pooling and Servicing Agreement") among Aames Capital Corporation,
as seller, Countrywide Home Loans, Inc., as servicer and Bankers Trust
Company of California, N.A., as trustee, does hereby certify pursuant to
Section 3.09 of the Pooling and Servicing Agreement that as of the ___ day of
____________, ____:

                  (a)      a review of the activities of the Servicer for the
                           year ended December 31, ____ and of its performance
                           under the Pooling and Servicing Agreement has been
                           made under my supervision, and

                  (b)      to the best of my knowledge, based on such review,
                           the Servicer has fulfilled all of its material
                           obligations under the Pooling and Servicing Agreement
                           throughout such year.

         IN WITNESS WHEREOF, I have hereunto signed my name as of this ____day
of ___________, ____.



                                         ---------------------------------------
                                         Name:
                                         Title:


                                       F-1


<PAGE>



                                                                       EXHIBIT G


                FORM OF AFFIDAVIT PURSUANT TO SECTION 860E(e)(4)
                OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


STATE OF_________________________________ )
                                          ) ss.:
COUNTY OF________________________________ )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ____________] [the United States],
on behalf of which he makes this affidavit. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the
Agreement as defined in the Class R Certificate.

         2. That the Investor's Taxpayer Identification Number is [       ].

         3. That the Investor is not a "Disqualified Organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), or an agent of a Disqualified Organization (including a broker,
nominee or middleman) and will not be a "Disqualified Organization" as of [date
of transfer], and that the Investor is not acquiring a Class R Certificate of
the Aames Mortgage Trust 2000-2 Mortgage Pass-Through Certificates, Series
2000-2 (the "Class R Certificate") for the account of, or as an agent (including
a broker, nominee or middleman) of any entity as to which the Investor has not
received an affidavit substantially in the form of this affidavit. For these
purposes, a "Disqualified Organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
an instrumentality if all of its activities are subject to tax and a majority of
its board of directors is not selected by such governmental entity), any
cooperative organization furnishing electrical energy or providing telephone
service to persons in rural areas as described in Code Section 1381(a)(2)(c), or
any organization (other than a farmers' cooperative described in Code Section
521) that is exempt from federal income tax unless such organization is subject
to the tax on unrelated business income imposed by Code Section 511.

         4. That the Investor is not (i) an entity that holds Class R
Certificates as nominee to facilitate the clearance and settlement of such Class
R Certificates through electronic book-entry changes in accounts of
participating organizations (a "Book-Entry Nominee"), (ii) an individual,
corporation, partnership or other person unless such transferee (A) is not a
Foreign Person or (B) is a Foreign Person that will hold such Class R
Certificate in connection with the conduct of a trade or business within the
United States and has furnished the transferor and the Trustee with an effective
Internal Revenue Service Form 4224 or (C) is a Foreign Person that has delivered
to


                                       G-1
<PAGE>

both the transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of a Class R Certificate to it is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of a Class R Certificate will not be
disregarded for federal income tax purposes (any such person who is not covered
by clause (A), (B) or (C) above being referred to herein as a "Non-permitted
Foreign Holder") or (iii) a Person that is an employee benefit plan within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended, or any Person that is an individual retirement account or employee
benefit plan, trust or account subject to Section 4975 of the Code (an "ERISA
Plan") or an entity, including an insurance company separate account or general
account, whose underlying assets include ERISA Plan assets by reason of an ERISA
Plan's investment in the entity or a Person investing the assets of an ERISA
Plan or such an entity, whether as nominee, trustee, agent or otherwise (an
"ERISA Prohibited Holder").

         5. That the Investor agrees to any such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class R Certificate to such a Disqualified Organization or a
Book-Entry Nominee or a Non-permitted Foreign Holder or an ERISA Prohibited
Holder.

         6. That the Investor has no intent or purpose to impede the assessment
or collection of any federal, state or local income taxes legally required to be
paid with respect to the Class R Certificate and will not transfer the Class R
Certificate to any Person that it has reason to believe has the intention to
impede the assessment or collection of such taxes and that the Investor
understands that, as the holder of the Class R Certificate, it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificates.

         7. The Investor has been advised of, understands and acknowledges that
under the Code, a substantial tax would be imposed on a "pass-through entity"
holding a Class R Certificate if at any time during the taxable year of the
pass-through entity a Person that is a Disqualified Organization is the record
holder of an interest in such entity. (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). A pass-through entity
shall be relieved of liability for the tax if it had received from such Person
an affidavit (in substantially the same form as this affidavit) that such Person
is not a Disqualified Organization and the entity had no actual knowledge that
the affidavit was false. The Investor will advise the Trustee and the Servicer
if it becomes a pass-through entity or if it is a pass-through entity, if any of
the interest holders are or become Disqualified Persons.

         8. The Investor has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of a Class R
Certificate including, without limitation, the restrictions on subsequent
transfers. The Investor expressly agrees to be bound by and to abide by the
provisions of Section 6.02 of the Agreement, as such Section may be amended from
time to time.


                                       G-2

<PAGE>

         9. The Investor agrees to require an affidavit substantially similar to
this affidavit from any Person to whom the Investor attempts to transfer its
Class R Certificate including any Person with respect to which the Investor is
then acting as nominee, trustee or agent, and in connection with any transfer by
a Person for whom the Investor is acting as nominee, trustee or agent, and the
Investor will not transfer its Class R Certificate to be transferred to any
Person that the Investor knows is a Disqualified Organization.

         10. The Investor is acquiring the Class R Certificate either (i) for
its own account or (ii) as nominee, trustee or agent for another Person and has
attached hereto an affidavit from such Person in substantially the same form as
this affidavit. If clause (ii) of the preceding sentence is applicable, such
Person is not a Disqualified Organization and the Investor has no knowledge that
any such affidavit from such Person is false.






                                       G-3

<PAGE>



         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this ____ day of _________, ____.



                                                  [NAME OF INVESTOR]


                                                  By:
                                                     ---------------------------
                                                       Name:
                                                       Title:

         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this _____day of ___________, ____.



NOTARY PUBLIC

COUNTY OF __________________________

STATE OF ___________________________

My Commission expires the ____ day of ________, ____.




                                       G-4
<PAGE>


                                                                       EXHIBIT H


                    FORM OF NOTICE REGARDING PAYMENT IN FULL
                      OF PRINCIPAL BALANCE OF MORTGAGE LOAN



Bankers Trust Company of California, N.A.,
  as Trustee
1761 East St. Andrews Place
Santa Ana, California  92705

         Re:      Aames Mortgage Trust 2000-2
                  MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-2

Ladies and Gentlemen:

         Reference is made to Section 3.07 of the Pooling and Servicing
Agreement dated as of December 1, 2000 (the "Pooling and Servicing Agreement")
among Aames Capital Corporation, as Seller, Countrywide Home Loans, Inc., as
Servicer and Bankers Trust Company of California, N.A., as Trustee. All
capitalized terms used but not defined herein shall have the meanings given to
such terms in the Pooling and Servicing Agreement.

         The undersigned hereby certifies that the Principal Balance of the
Mortgage Loan(s) listed on Schedule A annexed hereto has been paid in full and
that all amounts received in connection with the payment of such Mortgage
Loan(s) that were required to be deposited or credited in the Certificate
Account pursuant to Section 3.02 of the Pooling and Servicing Agreement have
been so deposited or credited.

         The undersigned further certifies that he is a Servicing Officer of the
Servicer holding the office set forth beneath his signature and that he is duly
authorized to execute this certificate on behalf of the Servicer.

                                                    COUNTRYWIDE HOME LOANS, INC.



Date:                                               By:
     ------------------------                          -------------------------
                                                        Name:
                                                        Title:


                                       H-1
<PAGE>


                                                                       EXHIBIT I

                           FORM OF LIQUIDATION REPORT

1.       Type of Liquidation (REO disposition/charge-off/short pay-off)

                  -        Date Last Paid
                  -        Date of Foreclosure
                  -        Date of REO
                  -        Date of REO Disposition
                  -        Property Sale Price; Estimated Market Value
                           at Disposition

2.       Liquidation Proceeds

                  -        Principal Prepayment                  $___________
                  -        Property Sale Proceeds                 ___________
                  -        Insurance Proceeds                     ___________
                  -        Other (itemize)                        ___________
                  -        TOTAL                                 $___________
                                                                  ___________

         Liquidation Expenses

                  -        Servicing Advances                    $___________
                  -        Monthly Advances                       ___________
                  -        Contingency Fees                       ___________
                  -        Servicing Fees                         ___________
                  -        Annual Expense Escrow Amount           ___________
                  -        Supplemental Fee (if any)              ___________
                  -        Additional Interest (if any)           ___________
                  -        Monthly Sponsor Fee (if any)           ___________
                  -        TOTAL                                 $___________
                                                                  ___________

3.       Net Liquidation Proceeds*                               $___________
         (Total of Item 2 minus total of Item 3)

4.       Accrued and Unpaid Interest on Mortgage Loan            $___________

5.       Principal Balance of Mortgage Loan                      $___________



                                       I-1

<PAGE>


6.       Realized Loss on Mortgage Loan                          $___________
         (Item 4 plus Item 5 minus Item 3, with
           a Realized Loss resulting only if the total
           of this calculation is a positive number)

*Applied first to Item 4 and then to Item 5.


                                       I-2

<PAGE>


                                                                       EXHIBIT J

                              OFFICER'S CERTIFICATE

         I, _____________________, hereby certify that I am the duly elected
_____________________ of Countrywide Home Loans, Inc. acting as servicer
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2000 by
and among the Aames Capital Corporation, as Seller, Countrywide Home Loans, Inc.
and Bankers Trust Company of California, N.A., as Trustee, and further certify,
to the best of my knowledge and after due inquiry that the following is a
summary of the facts and circumstances surrounding the "charge-off" of any
Mortgage Loans during the Collection Period from _____ 1 through _____ 30/31,
____;

[Insert the following information for each "charged-off" Mortgage Loan]

         Loan #
         Borrower Name
         Property Address
         Date of "charge-off"
         Original Principal Balance
         Outstanding Principal Balance
         Mortgage Loan Rate
         Accrued Interest at time of "charge off"
         Unreimbursed Servicing Advances at time of "charge off"
         Unreimbursed Delinquency Advances at time of "charge off"
         # of days in default at time of "charge off"
         Original Appraised Value
         Current appraised value based upon "drive by"
         Amount of outstanding first lien
         Estimate of Foreclosure Costs
                  Broker Fees
                  Legal Fees
                  Repair and Miscellaneous Expenses
         Projected Marketing Period
         Estimate of Loss on Foreclosure and Liquidation

Capitalized terms not otherwise defined herein have the meanings set forth in
the Pooling and Servicing Agreement.


                                       J-1

<PAGE>


         IN WITNESS WHEREOF, I have hereunto signed by name and affixed the seal
of the Servicer.


Dated:________________________           _______________________________________
                                         Name:
                                         Title:















                                       J-2
<PAGE>


                                                                       EXHIBIT K


                          FORM OF TRANSFEROR AFFIDAVIT
                           [LETTERHEAD OF TRANSFEROR]


                              ______________,_____


Bankers Trust Company of California, N.A.,
  as Trustee
1761 East St. Andrews Place
Santa Ana, California  92705

         Re:      Aames Mortgage Trust 2000-2
                  MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-2

Ladies and Gentlemen:

         We have reviewed the attached affidavit of [NAME OF TRANSFEREE] and
have no actual knowledge that such affidavit is not true and has no reason to
believe that the requirements set forth in paragraph 3, paragraph 4(i) or
paragraph 4(ii) are not satisfied and have no reason to believe that the
transferee has the intention to impede the assessment or collection of any
federal, state or local taxes legally required to be paid with respect to a
Class R Certificate. In addition, we have conducted a reasonable investigation
at the time of the transfer and found that the transferee had historically paid
its debts as they came due and found no significant evidence to indicate that
the transferee will not continue to pay its debts as they become due.

                                          Very truly yours,



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

                                          By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                       K-1
<PAGE>


                                                                       EXHIBIT L


                               INSURANCE AGREEMENT













                                      L-1
<PAGE>




                            INDEMNIFICATION AGREEMENT


                                      among


                       FINANCIAL SECURITY ASSURANCE INC.,


                           AAMES CAPITAL CORPORATION,


                        GREENWICH CAPITAL MARKETS, INC.,


                              LEHMAN BROTHERS INC.

                                       and

                        MORGAN STANLEY & CO. INCORPORATED




                          Dated as of September 8, 2000




                           Aames Mortgage Trust 2000-1
                Mortgage Pass-Through Certificates, Series 2000-1
           Class A-1F, Class A-2F, Class A-3F, Class A-4F, Class A-5F,
               Class A-6F, Class A-V1 and Class A-V2 Certificates


<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>               <C>                                                                                           <C>
SECTION 1.        Definitions ....................................................................................1

SECTION 2.        Representations, Warranties and
                  Agreements of Financial Security ...............................................................3

SECTION 3.        Representations, Warranties and
                  Agreements of the Underwriter...................................................................5

SECTION 4.        Indemnification ................................................................................6

SECTION 5.        Indemnification Procedures......................................................................6

SECTION 6.        Contribution ...................................................................................7

SECTION 7.        Miscellaneous...................................................................................8
</TABLE>

EXHIBIT A         Opinion of General Counsel




<PAGE>





                            INDEMNIFICATION AGREEMENT


         INDEMNIFICATION AGREEMENT, dated as of September 8, 2000, among
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), AAMES CAPITAL
CORPORATION (the "Company"), GREENWICH CAPITAL MARKETS, INC. ("Greenwich"),
LEHMAN BROTHERS INC. ("Lehman") and MORGAN STANLEY & CO. INCORPORATED ("Morgan
Stanley"):

         Section 1. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meanings provided below. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the Pooling
and Servicing Agreement.

         "Agreement" means this Indemnification Agreement, as amended from time
to time. "Company Party" means any of the Company, its parent, subsidiaries and
affiliates and any shareholder, director, officer, employee, agent or
"controlling person" (as such term is used in the Securities Act) of any of the
foregoing, including but not limited to the Transferor.

         "Federal Securities Laws" means the Securities Act, the Securities
Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company
Act of 1940, the Investment Advisers Act of 1940 and the Public Utility Holding
Company Act of 1935, each as amended from time to time, and the rules
regulations in effect from time to time under such Acts.

         "Financial Security Agreements" means this Agreement and the Insurance
Agreement.

         "Financial Security Financial Information" has the meaning provided in
Section 2(f) hereof.

         "Financial Security Information" has the meaning provided in Section
2(g) hereof.

         "Financial Security Party" means any of Financial Security, its parent,
subsidiaries and affiliates, and any shareholder, director, officer, employee,
agent or "controlling person" (as such term is used in the Securities Act) of
any of the foregoing.

         "Indemnified Party" means any party entitled to any indemnification
pursuant to Section 4 hereof.

         "Indemnifying Party" means any party required to provide
indemnification pursuant to Section 4 hereof.

         "Insurance Agreement" means the Insurance and Indemnity Agreement,
dated as of September 1, 2000, by and between Financial Security and the
Company.



<PAGE>


         "Losses" means (a) any actual out-of-pocket damages incurred by the
party entitled to indemnification or contribution hereunder, (b) any actual
out-of-pocket costs or actual expenses incurred by such party, including
reasonable fees or expenses of its counsel and other expenses incurred in
connection with investigating or defending any claim, action or other proceeding
which entitle such party to be indemnified hereunder (subject to the limitations
set forth in Section 5 hereof), to the extent not paid, satisfied or reimbursed
from funds provided by any other Person other than an affiliate of such party
(provided that the foregoing shall not create or imply any obligation to pursue
recourse against any such other Person), plus (c) interest on the amount paid by
the party entitled to indemnification or contribution from the date of such
payment to the date of payment by the party who is obligated to indemnify or
contribute hereunder at the statutory rate applicable to judgments for breach of
contract.

         "Offering Circular" means the Prospectus relating to the Securities
dated September 8, 2000, as amended by the Prospectus Supplement relating to the
Securities dated September 8, 2000.

         "Offering Document" means the Offering Circular (including the
Financial Security Financial Information incorporated by reference therein) and
any other material or documents delivered by an Underwriter to any Person in
connection with the offer or sale of the Securities.

         "Person" means any individual, partnership, joint venture, corporation,
trust, unincorporated organization or other organization or entity (whether
governmental or private).

         "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of September 1, 2000, among the Company, as sponsor,
Countrywide Home Loans, Inc., as Servicer and Bankers Trust Company of
California, N.A., as trustee.

         "Policy" means the financial guaranty insurance policy delivered by
Financial Security with respect to the Securities.

         "Securities" means the Class A-1F Certificates, Class A-2F
Certificates, Class A-3F Certificates, Class A-4F Certificates, Class A-5F
Certificates, Class A-6F Certificates, Class A-V1 Certificates and Class A-V2
Certificates issued pursuant to the Pooling and Servicing Agreement.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Underwriter" means each of Greenwich Capital Markets, Inc., Lehman
Brothers Inc. and Morgan Stanley Dean Witter.

         "Underwriter Information" has the meaning provided in Section 3(b)
hereof.



                                      -2-
<PAGE>


         "Underwriter Party" means, with respect to an Underwriter, any of such
Underwriter, its parent, subsidiaries and affiliates and any shareholder,
director, officer, employee, agent or "controlling person" (as such item is used
in the Securities Act) of any of the foregoing.

         "Underwriting Agreement" means the Underwriting Agreement dated
September 8, 2000, between the Transferor and Greenwich, as representative of
the Underwriters with respect to the Securities.

         Section 2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF FINANCIAL
SECURITY. Financial Security represents, warrants and agrees as follows:

         (a) ORGANIZATION, ETC. Financial Security is a stock insurance company
duly organized, validly existing and authorized to transact financial guaranty
insurance business under the laws of the State of New York.

         (b) AUTHORIZATION, ETC. The Policy and the Financial Security
Agreements have been duly authorized, executed and delivered by Financial
Security.

         (c) VALIDITY, ETC. The Policy and the Financial Security Agreements
constitute valid and binding obligations of Financial Security, enforceable
against Financial Security in accordance with their terms, subject, as to the
enforcement of remedies, to bankruptcy, insolvency, reorganization,
rehabilitation, moratorium and other similar laws affecting the enforceability
of creditors' rights generally applicable in the event of the bankruptcy or
insolvency of Financial Security and to the application of general principles of
equity and subject, in the case of this Agreement, to principles of public
policy limiting the right to enforce the indemnification provisions contained
herein.

         (d) EXEMPTION FROM REGISTRATION. The Policy is exempt from registration
under the Securities Act.

         (e) NO CONFLICTS. Neither the execution or delivery by Financial
Security of the Policy or the Financial Security Agreements, nor the performance
by Financial Security of its obligations thereunder, will conflict with any
provision of the certificate of incorporation or the bylaws of Financial
Security nor result in a breach of, or constitute a default under, any material
agreement or other instrument to which Financial Security is a party or by which
any of its property is bound nor violate any judgment, order or decree
applicable to Financial Security of any governmental or regulatory body,
administrative agency, court or arbitrator having jurisdiction over Financial
Security (except that, in the published opinion of the Securities and Exchange
Commission, the indemnification provisions of this Agreement, insofar as they
relate to indemnification for liabilities arising under the Securities Act, are
against public policy as expressed in the Securities Act and are therefore
unenforceable).


                                      -3-
<PAGE>

         (f) FINANCIAL INFORMATION. The consolidated balance sheets of Financial
Security as of December 31, 1999 and the related consolidated statements of
income, changes in shareholder's equity and cash flows for the fiscal years then
ended and the statement of income, retained earnings and cash flows for the
fiscal quarter ended June 30, 2000 and the notes thereto, furnished by Financial
Security for use, or incorporated by reference, in the Offering Circular
(collectively, the "Financial Security Financial Information"), fairly present
in all material respects the financial condition of Financial Security as of
such dates and for such periods in accordance with generally accepted accounting
principles consistently applied (subject as to interim statements to normal
year-end adjustments) and since the date of the most current interim
consolidated balance sheet referred to above there has been no change in the
financial condition of Financial Security which would materially and adversely
affect its ability to perform its obligations under the Policy.

         (g) FINANCIAL SECURITY INFORMATION. The information in the Offering
Circular set forth under the caption "The Certificate Insurer," including the
Financial Security Financial Information, other than the information provided in
the third and fourth paragraphs subsection under the heading "The Certificate
Insurer-Incorporation of Certain Documents by Reference" (as revised from time
to time in accordance with the provisions hereof, the "Financial Security
Information") is limited and does not purport to provide the scope of disclosure
required to be included in a prospectus with respect to a registrant in
connection with the offer and sale of securities of such registrant registered
under the Securities Act. Within such limited scope of disclosure, however, as
of the date of the Offering Circular and as of the date hereof, the Financial
Security Information does not contain any untrue statement of a material fact,
or omit to state a material fact necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading.

         (h) ADDITIONAL INFORMATION. Financial Security will furnish to each
Underwriter and the Company, copies of Financial Security's most recent
financial statements (annual or interim, as the case may be) which fairly
present in all material respects the financial condition of Financial Security
as of the dates and for the periods indicated, in accordance with generally
accepted accounting principles consistently applied except as noted therein
(subject, as to interim statements, to normal year-end adjustments); provided,
however, that, if an Underwriter or the Company shall require a manually signed
report or consent of Financial Security's auditors in connection with such
financial statements, such report or consent shall be at the expense of such
Underwriter or the Company, as the case may be. In addition, if the delivery of
an Offering Circular relating to the Securities is required at any time prior to
the expiration of nine months after the time of issue of the Offering Circular
in connection with the offering or sale of the Securities, the Company or
Greenwich will notify Financial Security of such requirement to deliver an
Offering Circular and Financial Security will promptly provide Greenwich and the
Company with any revisions to the Financial Security Information that are in the
judgment of Financial Security necessary to prepare an amended Offering Circular
or a supplement to the Offering Circular which will correct such statement or
omission.

         (i) OPINION OF COUNSEL. Financial Security will furnish to the
Underwriters and the Company on the closing date for the sale of the Securities
an opinion of its General Counsel, to the effect set



                                      -4-
<PAGE>

forth in Exhibit A attached hereto, dated such closing date and addressed to the
Company and the Underwriters.

         (j) CONSENTS AND REPORTS OF INDEPENDENT ACCOUNTANTS. Financial Security
will furnish to an Underwriter and the Company, upon request, as comfort from
its independent accountants in respect of its financial condition, (i) at the
expense of the Person specified in the Insurance Agreement, a copy of the
Offering Circular, including either a manually signed consent or a manually
signed report of Financial Security's independent accountants and (ii) the
quarterly review letter by Financial Security's independent accountants in
respect of the most recent interim financial statements of Financial Security.

         Nothing in this Agreement shall be construed as a representation or
warranty by Financial Security concerning the rating of its claims-paying
ability by Standard & Poor's, A Division of The McGraw-Hill Companies, Inc. or
Moody's Investors Service or any other rating agency (collectively, the "Rating
Agencies"). The Rating Agencies, in assigning such ratings, take into account
facts and assumptions not described in the Offering Circular and the facts and
assumptions which are considered by the Rating Agencies, and the ratings issued
thereby, are subject to change over time.

         Section 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE
UNDERWRITERS. Each Underwriter represents, warrants and agrees as follows:

         (a) OFFERING DOCUMENT. Such Underwriter will not use, or distribute to
other broker-dealers for use, any Offering Document in connection with the offer
and sale of the Securities unless such Offering Document includes such
information as has been furnished by Financial Security for inclusion therein
and the information therein concerning Financial Security has been approved by
Financial Security in writing. Financial Security hereby consents to the
information in respect of Financial Security included in the Offering Circular.
Each Offering Circular will include the following statement: "The Financial
Guaranty Insurance Policy is not covered by the property/casualty insurance
security fund specified in Article 76 of the New York Insurance Law".

         (b) UNDERWRITING INFORMATION. All material provided by the Underwriters
for inclusion in the Offering Document (as revised from time to time, the
"Underwriter Information"), insofar as such information relates to the
Underwriters, is true and correct in all material respects. In respect of the
Offering Document, the Underwriter Information is limited to the information set
forth in the third, fourth, fifth, sixth, seventh and eighth paragraphs under
the caption "UNDERWRITING" in the Offering Document.

         Section 4. INDEMNIFICATION. (a) Financial Security agrees, upon the
terms and subject to the conditions provided herein, to indemnify, defend and
hold harmless each Company Party and each Underwriter Party against (i) any and
all Losses incurred by them with respect to the offer and sale of the Securities
and resulting from Financial Security's breach of any of its representations,
warranties or agreements set forth in Section 2 hereof and (ii) any and all
Losses to which any



                                      -5-
<PAGE>

Company Party or Underwriter Party may become subject, under the Securities Act
or otherwise, insofar as such Losses arise out of or result from an untrue
statement of a material fact contained in any Offering Document or the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or omission was made in the Financial
Security Information included therein in accordance with the provisions hereof.

         (b) Each Underwriter agrees severally and not jointly, upon the terms
and subject to the conditions provided herein, to indemnify, defend and hold
harmless each Financial Security Party against (i) any and all Losses incurred
by them with respect to the offer and sale of the Securities and resulting from
such Underwriter's breach of any of its representations, warranties or
agreements set forth in Section 3 hereof and (ii) any and all Losses to which
any Financial Security Party may become subject, under the Securities Act or
otherwise, insofar as such Losses arise out of or result from an untrue
statement of a material fact contained in any Offering Document or Form 8-K
(relating to the Securities and filed under the Securities Act) or the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or omission was made in the
Underwriter Information with respect to such Underwriter included therein.

         (c) Each Company Party agrees, upon the terms and subject to the
conditions provided herein, to indemnify, defend and hold harmless each
Financial Security Party against any and all Losses to which any Financial
Security Party may become subject, under the Securities Act or otherwise,
insofar as such Losses arise out of or result from an untrue statement of a
material fact contained in any Offering Document or the omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such Losses arise out of or
are based upon any untrue statement or omission in the Financial Security
Information.

         (d) Upon the incurrence of any Losses for which a party is entitled to
indemnification hereunder, the Indemnifying Party shall reimburse the
Indemnified Party promptly upon establishment by the Indemnified Party to the
Indemnifying Party of the Losses incurred.

         Section 5. INDEMNIFICATION PROCEDURES. Except as provided below in
Section 6 with respect to contribution, the indemnification provided herein by
an Indemnifying Party shall be the exclusive remedy of any and all Indemnified
Parties for the breach of a representation, warranty or agreement hereunder by
an Indemnifying Party; provided, however, that each Indemnified Party shall be
entitled to pursue any other remedy at law or in equity for any such breach so
long as the damages sought to be recovered shall not exceed the Losses incurred
thereby resulting from such breach. In the event that any action or regulatory
proceeding shall be commenced or claim asserted which may entitle an Indemnified
Party to be indemnified under this Agreement, such party shall give the
Indemnifying Party written or telegraphic notice of such action or claim
reasonably promptly after receipt of written notice thereof. The Indemnifying
Party shall be entitled to participate in and, upon notice



                                      -6-
<PAGE>

to the Indemnified Party, assume the defense of any such action or claim in
reasonable cooperation with, and with the reasonable cooperation of, the
Indemnified Party. The Indemnified Party will have the right to employ its own
counsel in any such action in addition to the counsel of the Indemnifying Party,
but the fees and expenses of such counsel will be at the expense of such
Indemnified Party, unless (a) the employment of counsel by the Indemnified Party
at its expense has been authorized in writing by the Indemnifying Party, (b) the
Indemnifying Party has not in fact employed counsel satisfactory to the
Indemnifying Party to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action, or (c) the named
parties to any such action or proceeding (including any impleaded parties)
include both the Indemnifying Party and one or more Indemnified Parties, and the
Indemnified Parties shall have been advised by counsel that there may be one or
more legal defenses available to them which are different from or additional to
those available to the Indemnifying Party (it being understood, however, that
the Indemnifying Party shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys at any time for all Company Parties, one such
firm for all Underwriter Parties relating to an Underwriter and one such firm
for all Financial Security Parties, as the case may be, which firm shall be
designated in writing by the Company in respect of the Company Parties, by the
Underwriters in respect of the Underwriter Parties and by Financial Security in
respect of the Financial Security Parties), in each of which cases the fees and
expenses of counsel will be at the expense of the Indemnifying Party and all
such fees and expenses will be reimbursed promptly as they are incurred. The
Indemnifying Party shall not be liable for any settlement of any such claim or
action unless the Indemnifying Party shall have consented thereto or be in
default in its obligations hereunder. Any failure by an Indemnified Party to
comply with the provisions of this Section shall relieve the Indemnifying Party
of liability only if such failure is prejudicial to the position of the
Indemnifying Party and then only to the extent of such prejudice.

         Section 6. CONTRIBUTION. (a) To provide for just and equitable
contribution if the indemnification provided by any Indemnifying Party is
determined to be unavailable for any Indemnified Party (other than due to
application of this Section), each Indemnifying Party shall contribute to the
Losses arising from any breach of any of its representations, warranties or
agreements contained in this Agreement on the basis of the relative fault of
each of the parties as set forth in Section 6(b) below; provided, however, that
an Indemnifying Party shall in no event be required to contribute to all
Indemnified Parties an aggregate amount in excess of the Losses incurred by such
Indemnified Parties resulting from the breach of representations, warranties or
agreements contained in this Agreement; provided, further, that the respective
Underwriters' obligations to contribute are several in proportion to the amount
of Bonds purchase by such Underwriter under the Underwriting Agreement and are
not joint.

         (b) The relative fault of each Indemnifying Party, on the one hand, and
of each Indemnified Party, on the other, shall be determined by reference to,
among other things, whether the breach of, or alleged breach of, any
representations, warranties or agreements contained in this Agreement



                                      -7-
<PAGE>

relates to information supplied by, or action within the control of, the
Indemnifying Party or the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
breach.

         (c) For purposes of this Agreement, the parties agree that Financial
Security shall be solely responsible for the Financial Security Information and
the Underwriters shall be solely responsible for the Underwriter Information and
that the balance of each Offering Document shall be the responsibility of the
Company Parties.

         (d) Notwithstanding anything in this Section 6 to the contrary, no
Underwriter shall be required to contribute an amount greater than the excess,
if any, of (x) the purchase prices paid by investors to such Underwriter for the
Certificates sold by such Underwriter over (y) the purchase price paid by such
Underwriter for such Certificates.

         (e) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         (f) Upon the incurrence of any Losses entitled to contribution
hereunder, the contributor shall reimburse the party entitled to contribution
promptly upon establishment by the party entitled to contribution to the
contributor of the Losses incurred.

         Section 7.  MISCELLANEOUS.

         (a) NOTICES. All notices and other communications provided for under
this Agreement shall be delivered to the address set forth below or to such
other address as shall be designated by the recipient in a written notice to the
other party or parties hereto.

If to Financial Security:

           Financial Security Assurance Inc.
           350 Park Avenue
           New York, NY  10022
           Attention: Transaction Oversight
           Re:        Aames Capital Corporation, Aames Mortgage Trust 2000-1
                      Mortgage Pass-Through Certificates, Series 2000-1

If to Company:

           Aames Capital Corporation
           350 South Grand Avenue
           Los Angeles, California  90071


                                      -8-
<PAGE>

                  Attention: John Kohler


If to Greenwich:

                  Greenwich Capital Markets, Inc.
                  600 Steamboat Road
                  Greenwich, Connecticut 06830
                  Attn:  Jim Raezer

If to Lehman Brothers:

                  Lehman Brothers Inc.
                  Three World Financial Center
                  200 Vesey Street
                  New York, New York 10285
                  Attn:  Samir Tabet

If to Morgan Stanley:

                  Morgan Stanley & Co. Incorporated
                  1585 Broadway
                  New York, New York 10036
                  Attn:  Valerie Kay

         (b) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         (c) ASSIGNMENTS. This Agreement may not be assigned by any party
without the express written consent of each other party. Any assignment made in
violation of this Agreement shall be null and void.

         (d) AMENDMENTS. Amendments of this Agreement shall be in writing signed
by each party hereto.

         (e) SURVIVAL, ETC. The indemnity and contribution agreements contained
in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Indemnifying
Party, (ii) the issuance of the Securities or (iii) any termination of this
Agreement or the Policy. The indemnification provided in this Agreement will be
in addition to any liability which the parties may otherwise have and shall in
no way limit any obligations of the Company under the Underwriting Agreement or
the Insurance Agreement.


                                      -9-
<PAGE>

         (f) COUNTERPARTS. This Agreement may be executed in counterparts by the
parties hereto, and all such counterparts shall constitute one and the same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


                                      FINANCIAL SECURITY ASSURANCE INC.


                                      By
                                         ---------------------------------------
                                         Authorized Officer


                                      AAMES CAPITAL CORPORATION


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      GREENWICH CAPITAL MARKETS, INC.


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      LEHMAN BROTHERS INC.


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      MORGAN STANLEY & CO.
                                      INCORPORATED


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:



<PAGE>



                                    EXHIBIT A


                           OPINION OF GENERAL COUNSEL


         Based upon the foregoing, I am of the opinion that:


         1. Financial Security is a stock insurance company duly organized,
validly existing and authorized to transact financial guaranty insurance
business under the laws of the State of New York.

         2. The Policy and the Agreements have been duly authorized, executed
and delivered by Financial Security.

         3. The Policy and the Agreements constitute valid and binding
obligations of Financial Security, enforceable against Financial Security in
accordance with their terms, subject, as to the enforcement of remedies, to
bankruptcy, insolvency, reorganization, rehabilitation, moratorium and other
similar laws affecting the enforceability of creditors' rights generally
applicable in the event of the bankruptcy or insolvency of Financial Security
and to the application of general principles of equity and subject, in the case
of the Indemnification Agreement, to principles of public policy limiting the
right to enforce the indemnification provisions contained therein insofar as
they relate to indemnification for liabilities arising under applicable
securities laws.

         4. The Policy is exempt from registration under the Securities Act of
1933, as amended (the "Act").

         5. Neither the execution or delivery by Financial Security of the
Policy or the Agreements, nor the performance by Financial Security of its
obligations thereunder, will conflict with any provision of the certificate of
incorporation or the by-laws of Financial Security or, to the best of my
knowledge, result in a breach of, or constitute a default under, any agreement
or other instrument to which Financial Security is a party or by which it or any
of its property is bound or, to the best of my knowledge, violate any judgment,
order or decree applicable to Financial Security of any governmental or
regulatory body, administrative agency, court or arbitrator having jurisdiction
over Financial Security (except that in the published opinion of the Securities
and Exchange Commission the indemnification provisions of the Indemnification
Agreement, insofar as they relate to indemnification for liabilities arising
under the Act, are against public policy as expressed in the Act and are
therefore unenforceable).

         In addition, please be advised that I have reviewed the description of
Financial Security under the caption "The Certificate Insurer" in the Prospectus
Supplement dated September 8, 2000 to the Prospectus dated September 8, 2000
(the "Offering Document") of the Company with respect to the Securities. The
information provided in the Offering Document with respect to Financial

<PAGE>


Security is limited and does not purport to provide the scope of disclosure
required to be included in a prospectus with respect to a registrant under
the Act in connection with the public offer and sale of securities of such
registrant. Within such limited scope of disclosure, however, there has not
come to my attention any information which would cause me to believe that the
description of Financial Security referred to above, as of the date of the
Offering Document or as of the date of this opinion, contained or contains
any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except that I
express no opinion with respect to any financial statements or other
financial information contained or referred to therein).



                                   -2-
<PAGE>
--------------------------------------------------------------------------------



                        INSURANCE AND INDEMNITY AGREEMENT



                                 by and between



                        FINANCIAL SECURITY ASSURANCE INC.


                                       and


                            AAMES CAPITAL CORPORATION



                          Dated as of September 1, 2000



                                  $456,233,200
                           Aames Mortgage Trust 2000-1
                Mortgage Pass-Through Certificates, Series 2000-1
   Class A-1F Certificates, Class A-2F Certificates, Class A-3F Certificates,
   Class A-4F Certificates, Class A-5F Certificates, Class A-6F Certificates,
               Class A-V1 Certificates and Class A-V2 Certificates



--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
<S>         <C>                                                                                                    <C>
ARTICLE I   DEFINITIONS
            Section 1.01.  DEFINITIONS...............................................................................1

ARTICLE II  REPRESENTATIONS, WARRANTIES AND COVENANTS
            Section 2.01.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................................2
            Section 2.02.  AFFIRMATIVE COVENANTS OF THE COMPANY......................................................5
            Section 2.03.  NEGATIVE COVENANTS OF THE COMPANY.........................................................8

ARTICLE III THE POLICY; REIMBURSEMENT; INDEMNIFICATION
            Section 3.01.  ISSUANCE OF THE POLICY....................................................................9
            Section 3.02.  PAYMENT OF FEES AND PREMIUM...............................................................9
            Section 3.03.  REIMBURSEMENT AND ADDITIONAL PAYMENT OBLIGATION...........................................9
            Section 3.04.  INDEMNIFICATION..........................................................................10
            Section 3.05.  SUBROGATION..............................................................................12

ARTICLE IV  FURTHER AGREEMENTS
            Section 4.01.  EFFECTIVE DATE; TERM OF AGREEMENT........................................................13
            Section 4.02.  OBLIGATIONS ABSOLUTE.....................................................................13
            Section 4.03.  ASSIGNMENTS; REINSURANCE; THIRD-PARTY RIGHTS.............................................14
            Section 4.04.  LIABILITY OF FINANCIAL SECURITY..........................................................14

ARTICLE V   EVENTS OF DEFAULT; REMEDIES
            Section 5.01.  EVENTS OF DEFAULT........................................................................15
            Section 5.02.  REMEDIES; WAIVERS........................................................................16

ARTICLE VI  MISCELLANEOUS
            Section 6.01.  AMENDMENTS, ETC..........................................................................17
            Section 6.02.  NOTICES..................................................................................17
            Section 6.03.  PAYMENT PROCEDURE........................................................................18
            Section 6.04.  SEVERABILITY.............................................................................18
            Section 6.05.  GOVERNING LAW............................................................................18
            Section 6.06.  CONSENT TO JURISDICTION..................................................................18
            Section 6.07.  CONSENT OF FINANCIAL SECURITY............................................................19
            Section 6.08.  COUNTERPARTS.............................................................................19
            Section 6.09.  TRIAL BY JURY WAIVED.....................................................................19
            Section 6.10.  LIMITED LIABILITY........................................................................19
            Section 6.11.  ENTIRE AGREEMENT.........................................................................20
</TABLE>

                                       i
<PAGE>


Appendix I--Definitions

Appendix II--Opinions of Counsel

Annex I--Form of Policy

Appendix A--Conditions Precedent to Issuance of the Policy


                                       ii
<PAGE>

                        INSURANCE AND INDEMNITY AGREEMENT


         INSURANCE AND INDEMNITY AGREEMENT dated as of September 1, 2000, by and
between FINANCIAL SECURITY ASSURANCE INC. ("Financial Security") and AAMES
CAPITAL CORPORATION (the "Company").

                             INTRODUCTORY STATEMENTS

         The Company intends to sponsor the issuance of the Aames Mortgage Trust
2000-1, Mortgage Pass-Through Certificates, Series 2000-1, designated as the
Class A-1F Certificates, Class A-2F Certificates, Class A-3F Certificates, Class
A-4F Certificates, Class A-5F Certificates, Class A-6F Certificates, Class A-V1
Certificates and Class A-V2 Certificates (collectively, the "Securities"), the
Class C Certificates, the Class P Certificates and the Class R Certificates,
pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2000
among the Company, as sponsor, Countrywide Home Loans, Inc., as Servicer and
Bankers Trust Company of California, N.A., as trustee.

         The Company has requested that Financial Security issue a financial
guaranty insurance policy guarantying certain distributions of the principal of
and interest on the Securities (including any such distributions subsequently
avoided as a preference under applicable bankruptcy law) upon the terms and
subject to the conditions provided herein.

         The parties hereto desire to specify the conditions precedent to the
issuance of the Policy by Financial Security, the payment of premiums in respect
of the Policy, the indemnity to be provided to Financial Security in respect of
amounts paid by Financial Security under the Policy or otherwise and certain
other matters.

         In consideration of the premises and of the agreements herein
contained, Financial Security and the Company hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. DEFINITIONS. Capitalized terms used herein shall have the
meanings provided in Appendix I hereto unless the context otherwise requires.

                                       1
<PAGE>

                                   ARTICLE II

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         Section 2.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents, warrants and covenants, as of the date hereof and as of the
Date of Issuance, as follows:

                  (1) DUE ORGANIZATION AND QUALIFICATION. The Company is a
         corporation, duly organized, validly existing and in good standing
         under the laws of the State of California. The Company is duly
         qualified to do business, is in good standing and has obtained all
         material licenses, permits, charters, registrations and approvals
         (together, "approvals") necessary for the conduct of its business as
         currently conducted and as described in the Offering Document and the
         performance of its obligations under the Transaction Documents, in each
         jurisdiction in which the failure to be so qualified or to obtain such
         approvals would render any Mortgage Loan unenforceable in any respect
         or would otherwise have a material adverse effect upon the Transaction.

                  (2) POWER AND AUTHORITY. The Company has all necessary
         corporate power and authority to conduct its business as currently
         conducted and as described in the Offering Document, to execute,
         deliver and perform its obligations under the Transaction Documents and
         to consummate the Transaction.

                  (3) DUE AUTHORIZATION. The execution, delivery and performance
         of the Transaction Documents by the Company have been duly authorized
         by all necessary corporate action and do not require any additional
         approvals or consents or other action by or any notice to or filing
         with any Person, including, without limitation, any governmental entity
         or the Company's stockholders.

                  (4) NONCONTRAVENTION. Neither the execution and delivery of
         the Transaction Documents by the Company, the consummation of the
         transactions contemplated thereby nor the satisfaction of the terms and
         conditions of the Transaction Documents,

                           (i) conflicts with or results in any material breach
                  or violation of any provision of the Articles of Incorporation
                  or Bylaws of the Company or any law, rule, regulation, order,
                  writ, judgment, injunction, decree, determination or award
                  currently in effect binding the Company or any of its
                  properties, including regulations issued by an administrative
                  agency or other governmental authority having supervisory
                  powers over the Company,

                           (ii) constitutes a default by the Company under or a
                  breach of any provision of any loan agreement, mortgage,
                  indenture or other agreement or instrument to which the
                  Company is a party or by which it or any of its properties is
                  or may be bound, or

                                       2
<PAGE>

                           (iii) results in or requires the creation of any Lien
                  upon or in respect of any of the Company's assets except as
                  otherwise expressly contemplated by the Transaction Documents.

                  (5) LEGAL PROCEEDINGS. There is no action, proceeding or
         investigation by or before any court, governmental or administrative
         agency or arbitrator against or affecting all or any of the Mortgage
         Loans, or the Company, or any properties or rights of the Company,
         pending or, to the Company's knowledge after reasonable inquiry,
         threatened, which, in any case, if decided adversely to the Company,
         would result in a Material Adverse Change with respect to the Company
         or any Mortgage Loan.

                  (6) VALID AND BINDING OBLIGATIONS. The Transaction Documents,
         when executed and delivered by the Company, will constitute the legal,
         valid and binding obligations of the Company, enforceable in accordance
         with their respective terms, except as such enforceability may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting creditors' rights generally and general
         equitable principles. The Securities, when executed, authenticated and
         delivered in accordance with the Pooling and Servicing Agreement, will
         be validly issued and outstanding and entitled to the benefits of the
         Pooling and Servicing Agreement and, together with the Class C
         Certificates and the Class R Certificates, will evidence the entire
         beneficial ownership interest in the Trust Fund.

                  (7) FINANCIAL STATEMENTS. The consolidated Financial
         Statements of the Parent (which includes the Company's assets and
         operations), copies of which have been furnished to Financial Security
         by the Company, (i) are, as of the dates and for the periods referred
         to therein, complete and correct in all material respects, (ii) present
         fairly the consolidated financial condition and results of operations
         of the Parent as of the dates and for the periods indicated and (iii)
         have been prepared in accordance with generally accepted accounting
         principles consistently applied, except as noted therein (subject as to
         interim statements to normal year-end adjustments). Since the date of
         the most recent Financial Statements, there has been no material
         adverse change in such financial condition or results of operations of
         the Company. Except as disclosed in the Financial Statements, the
         Parent is not subject to any contingent liabilities or commitments
         that, individually or in the aggregate, might cause a Material Adverse
         Change in respect of the Company.

                  (8) ERISA. The Company is in compliance with ERISA and has not
         incurred and does not reasonably expect to incur any liabilities to the
         PBGC under ERISA in connection with any Plan or Multiemployer Plan or
         to contribute now or in the future in respect of any Plan or
         Multiemployer Plan.

                  (9) ACCURACY OF INFORMATION. None of the Provided Documents
         (other than the Transaction Documents) contain any statement of a
         material fact with respect to the Company or the Transaction that was
         untrue or misleading in any material respect when made. Since the
         furnishing of the Provided Documents, there has been no change, nor any
         development or event involving a prospective change known to the
         Company, that would

                                       3
<PAGE>

         materially and adversely affect the ability of the Company to perform
         its obligations under any of the Transaction Documents. There is no
         fact known to the Company which might cause a Material Adverse Change
         with respect to the Company or the Mortgage Loans.

                  (10) COMPLIANCE WITH SECURITIES LAWS. The offer and sale of
         the Securities by the Company comply in all material respects with all
         requirements of law, including all registration requirements of
         applicable securities laws. Without limitation of the foregoing, the
         Offering Document does not contain any untrue statement of a material
         fact and does not omit to state a material fact required to be stated
         therein or necessary to make the statements made therein, in light of
         the circumstances under which they were made, not misleading. Neither
         the Trust nor the Trust Fund is required to be registered as an
         "investment company" under the Investment Company Act. The Pooling and
         Servicing Agreement is not required to be qualified under the Trust
         Indenture Act.

                  (11) TRANSACTION DOCUMENTS. Each of the representations and
         warranties of the Company contained in the Transaction Documents is
         true and correct in all material respects and the Company hereby makes
         each such representation and warranty to, and for the benefit of,
         Financial Security as if the same were set forth in full herein;
         provided, however, that with respect to the representations and
         warranties relating to the Mortgage Loans set forth in Section 2.05 of
         the Pooling and Servicing Agreement, the remedies with respect to a
         breach thereof shall be limited to the remedies set forth therein
         provided the Company shall have timely complied with its obligations
         under such Section.

                  (12) COMPLIANCE WITH LAW, ETC. No practice, procedure or
         policy employed or proposed to be employed by the Company in the
         conduct of its business violates any law, regulation, judgment,
         agreement, order or decree applicable to the Company which, if
         enforced, would result in a Material Adverse Change with respect to the
         Company.

                  (13) TAXES. The Company has filed all federal and state tax
         returns which are required to be filed by it and paid all taxes,
         including any assessments received by it, to the extent that such taxes
         have become due. Any taxes, fees and other governmental charges payable
         by the Company in connection with the Transaction, the execution and
         delivery of the Related Documents and the issuance of the Securities
         have been paid or shall have been paid at or prior to the Date of
         Issuance.

                  (14) SOLVENCY; FRAUDULENT CONVEYANCE. The Company is solvent
         and will not be rendered insolvent by the transactions contemplated by
         the Transaction Documents and, after giving effect to such
         transactions, the Company will not be left with an unreasonably small
         amount of capital with which to engage in its business. The Company
         does not intend to incur, or believe that it has incurred, debts beyond
         its ability to pay such debts as they mature. The Company does not
         contemplate the commencement of insolvency, bankruptcy, liquidation or
         consolidation proceedings or the appointment of a receiver, liquidator,
         conservator, trustee or similar official in respect of the Company or
         any of its assets. The amount of consideration being received by the
         Company upon the transfer of the Mortgage
                                       4
<PAGE>


         Loans to the Trust in exchange for the Securities, the Class C
         Certificates and the Class R Certificates and from the sale of the
         Securities to the Underwriters constitutes reasonably equivalent value
         and fair consideration for the interest in the Mortgage Loans evidenced
         by the Securities. The Company is not transferring the Mortgage Loans
         to the Trust and the Company is not selling the Securities to any
         Underwriter, as provided in the Transaction Documents, with any intent
         to hinder, delay or defraud any of the Company's creditors.

         Section 2.02. AFFIRMATIVE COVENANTS OF THE COMPANY. The Company hereby
agrees that during the Term of the Agreement, unless Financial Security shall
otherwise expressly consent in writing:

                  (15) CORPORATE EXISTENCE. The Company shall maintain its
         corporate existence and shall at all time continue to be duly organized
         under the laws of the State of California and duly qualified and duly
         authorized (as described in Sections 2.01(a), (b) and (c) hereof) and
         shall conduct its business in accordance with the terms of its Articles
         of Incorporation.

                  (16) COMPLIANCE WITH AGREEMENTS AND APPLICABLE LAWS. The
         Company shall perform each of its obligations under the Transaction
         Documents and shall comply with all material requirements of, and the
         Securities shall be offered and sold in accordance with, any law, rule
         or regulation applicable to it or thereto, or that are required in
         connection with its performance under any of the Transaction Documents.

                  (17) FINANCIAL STATEMENTS; ACCOUNTANTS' REPORTS; OTHER
         INFORMATION. The Company shall keep or cause to be kept in reasonable
         detail books and records of account of the Company's assets and
         business, and shall clearly reflect therein the transfer of the
         Mortgage Loans to the Trust and the sale of the Securities by the
         Company to the Underwriters as a sale of the Company's interest in the
         Mortgage Loans evidenced by the Securities. The Company shall furnish
         or caused to be furnished to Financial Security:

                           (i) ANNUAL FINANCIAL STATEMENTS. As soon as
                  available, and in any event within 90 days after the close of
                  each fiscal year of the Parent, the audited consolidated
                  balance sheets of the Parent as of the end of such fiscal year
                  and the audited consolidated statements of income, changes in
                  shareholders' equity and cash flows of the Parent for such
                  fiscal year, all in reasonable detail and stating in
                  comparative form the respective figures for the corresponding
                  date and period in the preceding fiscal year, prepared in
                  accordance with generally accepted accounting principles,
                  consistently applied, and accompanied by the opinion of the
                  Parent's independent accountants (who shall be a nationally
                  recognized firm or otherwise acceptable to Financial
                  Security).

                           (ii) QUARTERLY FINANCIAL STATEMENTS. As soon as
                  available, and in any event within 45 days after the close of
                  each of the first three quarters of each fiscal year of the
                  Parent, the unaudited balance sheets of the Parent as of the
                  end of such quarter and the unaudited statements of income,
                  changes in shareholders' equity and

                                       5
<PAGE>

                  cash flows of the Parent for the portion of the fiscal year
                  then ended, all in reasonable detail and stating in
                  comparative form the respective figures for the corresponding
                  date and period in the preceding fiscal year, prepared in
                  accordance with generally accepted accounting principles,
                  consistently applied (subject to normal year-end adjustments).

                           (iii) ACCOUNTANTS' REPORTS. If a Trigger Event has
                  occurred, copies of any reports submitted to the Parent by its
                  independent accountants in connection with any examination of
                  the consolidated financial statements of the Parent, promptly
                  upon receipt thereof.

                           (iv) OTHER INFORMATION. Promptly upon receipt
                  thereof, copies of all reports, statements, certifications,
                  schedules, or other similar items delivered to or by the
                  Company pursuant to the terms of the Transaction Documents
                  and, promptly upon request, such other data as Financial
                  Security may reasonably request; PROVIDED, HOWEVER, that the
                  Company shall not be required to deliver any such items if
                  provision by some other party to Financial Security is
                  required under the Related Documents unless such other party
                  wrongfully fails to deliver such item. The Company shall, upon
                  the request of Financial Security, permit Financial Security
                  or its authorized agents (A) to inspect the books and records
                  of the Company as they may relate to the Securities, the
                  Mortgage Loans, the obligations of the Company under the
                  Transaction Documents, the Transaction and, but only following
                  the occurrence of a Trigger Event, the Company's business; (B)
                  to discuss the affairs, finances and accounts of the Company
                  with the Chief Financial Officer of the Company, no more
                  frequently than annually unless a Trigger Event has occurred;
                  and (C) upon the occurrence of a Trigger Event, to discuss the
                  affairs, finances and accounts of the Company with the
                  Company's independent accountants, PROVIDED that an officer of
                  the Company shall have the right to be present during such
                  discussions. Such inspections and discussions shall be
                  conducted during normal business hours and shall not
                  unreasonably disrupt the business of the Company. The books
                  and records of the Company will be maintained at the address
                  of the Company designated herein for receipt of notices,
                  unless the Company shall otherwise advise the parties hereto
                  in writing.

                           (v) The Company shall provide or cause to be provided
                  to Financial Security a copy of each document executed in
                  connection with the Transaction within 60 days after the date
                  of closing.

                  (18) COMPLIANCE CERTIFICATE. The Company shall deliver to
         Financial Security concurrently with the delivery of the financial
         statements required pursuant to Section 2.02(c)(i) hereof (and
         concurrently with the delivery of the financial statements required
         pursuant to Section 2.02(c)(ii) hereof, if a Trigger Event has
         occurred), a certificate signed by the Chief Financial Officer of the
         Company stating that:

                                       6
<PAGE>

                           (i) a review of the Company's performance under the
                  Transaction Documents during such period has been made under
                  such officer's supervision;

                           (ii) to the best of such individual's knowledge
                  following reasonable inquiry, no Trigger Event, Default or
                  Event of Default has occurred, or if a Trigger Event, Default
                  or Event of Default has occurred, specifying the nature
                  thereof and, if the Company has a right to cure any such
                  Default or Event of Default pursuant to Section 5.01, stating
                  in reasonable detail the steps, if any, being taken by the
                  Company to cure such Default or Event of Default or to
                  otherwise comply with the terms of the agreement to which such
                  Default or Event of Default relates; and

                           (iii) the attached financial reports submitted in
                  accordance with Section 2.02(c)(i) or (ii) hereof, as
                  applicable, are complete and correct in all material respects
                  and present fairly the consolidated financial condition and
                  results of operations of the Parent as of the dates and for
                  the periods indicated, in accordance with generally accepted
                  accounting principles consistently applied (subject as to
                  interim statements to normal year-end adjustments).

                  (19) NOTICE OF MATERIAL EVENTS. The Company shall promptly
         inform Financial Security in writing of the occurrence of any of the
         following:

                           (i) the submission of any claim or the initiation of
                  any legal process, litigation or administrative or judicial
                  investigation (A) against the Company pertaining to the
                  Mortgage Loans in general or (B) with respect to a material
                  portion of the Mortgage Loans;

                           (ii) any change in the location of the Company's
                  principal office or any change in the location of the
                  Company's books and records;

                           (iii) the occurrence of any Trigger Event, Default or
                  Event of Default; or

                           (iv) any other event, circumstance or condition that
                  has resulted, or might result, in a Material Adverse Change in
                  respect of the Company.

                  (20) FURTHER ASSURANCES. The Company shall, upon the request
         of Financial Security, from time to time, execute, acknowledge and
         deliver, or cause to be executed, acknowledged and delivered, within
         thirty (30) days of such request, such amendments hereto and such
         further instruments and take such further action as may be reasonably
         necessary to effectuate the intention, performance and provisions of
         the Transaction Documents or to protect the interest of the Trustee,
         for the benefit of the Certificateholders and Financial Security, in
         the Mortgage Loans, free and clear of all Liens and Restrictions on
         Transferability except the Lien in favor of the Trustee, for the
         benefit of the Certificateholders and Financial Security, and the
         Restrictions on Transferability imposed by the Pooling and Servicing
         Agreement. In addition, the Company agrees to cooperate with

                                       7
<PAGE>

         S&P, Fitch and Moody's in connection with any review of the Transaction
         which may be undertaken by S&P, Fitch and Moody's after the date
         hereof.

                  (21) RETIREMENT OF SECURITIES. The Company shall cause the
         Trustee, upon retirement of the Securities pursuant to the Pooling and
         Servicing Agreement or otherwise, to furnish to Financial Security a
         notice of such retirement, and, upon retirement of the Securities and
         the expiration of the term of the Policy, to surrender the Policy to
         Financial Security for cancellation.

                  (22) [RESERVED].

                  (23) THIRD-PARTY BENEFICIARY. The Company agrees that
         Financial Security shall have all rights of a third-party beneficiary
         in respect of the Pooling and Servicing Agreement and hereby
         incorporates and restates its representations, warranties and covenants
         as set forth therein for the benefit of Financial Security.

         Section 2.03. NEGATIVE COVENANTS OF THE COMPANY. The Company hereby
agrees that during the Term of the Agreement, unless Financial Security shall
otherwise expressly consent in writing:

                  (24) RESTRICTIONS ON LIENS. The Company shall not (i)
         create, incur or suffer to exist, or agree to create, incur or
         suffer to exist, or consent to cause or permit in the future (upon
         the happening of a contingency or otherwise) the creation,
         incurrence or existence of any Lien or Restriction on
         Transferability on the Mortgage Loans except for the Lien in favor
         of the Trustee, for the benefit of the Certificateholders and
         Financial Security, and the Restrictions on Transferability imposed
         by the Pooling and Servicing Agreement or (ii) sign or file under
         the Uniform Commercial Code of any jurisdiction any financing
         statement which names the Company as a debtor, or sign any security
         agreement authorizing any secured party thereunder to file such
         financing statement, with respect to the Mortgage Loans, except in
         each case any such instrument solely securing the rights and
         preserving the Lien of the Trustee, for the benefit of the
         Certificateholders and Financial Security.

                  (25) IMPAIRMENT OF RIGHTS. The Company shall not take any
         action, or fail to take any action, if such action or failure to
         take action will (i) interfere with the enforcement of any rights
         under the Transaction Documents that are material to the rights,
         benefits or obligations of the Trustee, the Certificateholders or
         Financial Security, (ii) result in a Material Adverse Change in
         respect of all, or a substantial portion, of the Mortgage Loans or
         (iii) impair the ability of the Company to perform its obligations
         under the Transaction Documents.

                  (26) WAIVER, AMENDMENTS, ETC. The Company shall not waive,
         modify or amend, or consent to any waiver, modification or amendment
         of, any of the provisions of any of the Related Documents.

                                       8
<PAGE>

                                   ARTICLE III

                   THE POLICY; REIMBURSEMENT; INDEMNIFICATION

         Section 3.01. ISSUANCE OF THE POLICY. Financial Security agrees to
issue the Policy subject to satisfaction of the conditions precedent set forth
in Appendix A hereto.

         Section 3.02.  PAYMENT OF FEES AND PREMIUM.

                  (27) FEES AND EXPENSES. On the Date of Issuance, the Company
         shall pay or cause to be paid the amounts specified with respect to
         fees, expenses and disbursements in the Premium Letter, unless
         otherwise agreed between the Company and Financial Security. All
         periodic and subsequent fees of S&P, Fitch and Moody's with respect to,
         and directly allocable to, the Securities shall be for the account of,
         and shall be billed to, the Company. The fees for any other rating
         agency shall be paid by the party requesting such other agency's
         rating, unless such other agency is a substitute for S&P, Fitch or
         Moody's in the event that S&P, Fitch or Moody's is no longer rating the
         Securities, in which case the cost for such agency shall be paid by the
         Company.

                  (28) PREMIUM. In consideration of the issuance by Financial
         Security of the Policy, Financial Security shall be entitled to receive
         the Premium as and when due in accordance with the terms of the Premium
         Letter (i) in the case of Premium due on or before the Date of
         Issuance, directly from the Company and (ii) in the case of Premium due
         after the Date of Issuance, pursuant to Section 5.01 of the Pooling and
         Servicing Agreement. The Premium paid hereunder or under the Pooling
         and Servicing Agreement shall be nonrefundable without regard to
         whether Financial Security makes any payment under the Policy or any
         other circumstances relating to the Securities or provision being made
         for payment of the Securities prior to maturity.

         Section 3.03. REIMBURSEMENT AND ADDITIONAL PAYMENT OBLIGATION. The
following amounts will be payable as and when incurred solely from the Trust
pursuant to and in accordance with Section 5.01 of the Pooling and Servicing
Agreement:

                  (29) a sum equal to the total of all amounts paid by Financial
         Security under the Policy;

                  (30) any and all out-of-pocket charges, fees, costs and
         expenses which Financial Security may reasonably pay or incur,
         including, but not limited to, attorneys' and accountants' fees and
         expenses, in connection with (i) in the event of payments under the
         Policy, any accounts established to facilitate payments under the
         Policy, to the extent Financial Security has not been immediately
         reimbursed on the date that any amount is paid by Financial Security
         under the Policy, or other administrative expenses relating to such
         payments under the Policy, (ii) the enforcement, defense or
         preservation of any rights in respect of any of the Related Documents,
         including defending, monitoring or participating

                                       9
<PAGE>

         in any litigation or proceeding (including any insolvency or bankruptcy
         proceeding in respect of any Transaction participant or any affiliate
         thereof) relating to any of the Related Documents, any party to any of
         the Related Documents or the Transaction, (iii) any amendment, waiver
         or other action with respect to, or related to, any Related Document
         whether or not executed or completed, (iv) any review or investigation
         made by Financial Security in those circumstances where its approval or
         consent is sought under any of the Related Documents;

                  (31) interest on any and all amounts described in Section
         3.03(a) from the date due to Financial Security pursuant to the
         provisions hereof until payment thereof in full, payable to Financial
         Security at the Late Payment Rate per annum; and

                  (32) any payments made by Financial Security on behalf of, or
         advanced to, the Company, including, without limitation, any amounts
         payable by the Company pursuant to the Securities or any other Related
         Documents; and any payments made by Financial Security as, or in lieu
         of, any servicing, management, trustee, custodial or administrative
         fees payable, in the sole discretion of Financial Security to third
         parties in connection with the Transaction.

         All amounts payable under the section are to be immediately due and
payable without demand, in full without any requirement on the part of Financial
Security to seek reimbursement from any other sources of indemnity therefor or
to allocate expenses to any other transaction benefitting therefrom.

         Section 3.04.  INDEMNIFICATION.

                  (33) INDEMNIFICATION BY THE COMPANY. In addition to any and
         all rights of reimbursement, indemnification, subrogation and any other
         rights pursuant hereto or under law or in equity, the Company agrees to
         pay, and to protect, indemnify and save harmless, Financial Security
         and its officers, directors, shareholders, employees, agents and each
         Person, if any, who controls Financial Security within the meaning of
         either Section 15 of the Securities Act or Section 20 of the Exchange
         Act from and against any and all claims, losses, liabilities (including
         penalties), actions, suits, judgments, demands, damages, costs or
         expenses (including, without limitation, fees and expenses of
         attorneys, consultants and auditors and reasonable costs of
         investigations) of any nature arising out of or relating to the
         transactions contemplated by the Related Documents by reason of:

                           (i) the negligence, bad faith, willful misconduct,
                  misfeasance, malfeasance or theft committed by any director,
                  officer, employee or agent of the Company; or

                           (ii) the breach by the Company of any representation,
                  warranty or covenant under any of the Transaction Documents
                  (other than a breach of any representation or warranty set
                  forth in Section 2.05 of the Pooling and Servicing Agreement
                  regarding the Mortgage Loans to the extent the Company has
                  remedied such breach in accordance with the terms thereof) or
                  the occurrence, in respect of the

                                       10
<PAGE>

                  Company, under any of the Transaction Documents of any "event
                  of default" or any event which, with the giving of notice or
                  the lapse of time or both, would constitute any "event of
                  default"; or

                           (iii) any untrue statement or alleged untrue
                  statement of a material fact contained in any Offering
                  Document or any omission or alleged omission to state therein
                  a material fact required to be stated therein or necessary to
                  make the statements therein not misleading, except insofar as
                  such claims arise out of or are based upon any untrue
                  statement or omission in information included in an Offering
                  Document and furnished by FSA in writing expressly for use
                  therein (all such information so furnished being referred to
                  herein as "FSA INFORMATION"), it being understood that, in
                  respect of the initial Offering Document, the FSA Information
                  is limited to the information included under the caption "THE
                  CERTIFICATE INSURER" (except with respect to the undertakings
                  of the Company therein) and the financial statements of FSA
                  incorporated by reference

                  (34) CONDUCT OF ACTIONS OR PROCEEDINGS. If any action or
         proceeding (including any governmental investigation) shall be brought
         or asserted against Financial Security, any officer, director,
         shareholder, employee or agent of Financial Security or any Person
         controlling Financial Security (individually, an "INDEMNIFIED PARTY"
         and, collectively, the "INDEMNIFIED PARTIES") in respect of which
         indemnity may be sought from the Company (the "INDEMNIFYING PARTY")
         hereunder, Financial Security shall promptly notify the Indemnifying
         Party in writing, and the Indemnifying Party shall assume the defense
         thereof, including the employment of counsel satisfactory to Financial
         Security and the payment of all expenses. An Indemnified Party shall
         have the right to employ separate counsel in any such action and to
         participate in the defense thereof at the expense of the Indemnified
         Party; PROVIDED, HOWEVER, that the fees and expenses of such separate
         counsel shall be at the expense of the Indemnifying Party if (i) the
         Indemnifying Party has agreed to pay such fees and expenses, (ii) the
         Indemnifying Party shall have failed to assume the defense of such
         action or proceeding and employ counsel satisfactory to Financial
         Security in any such action or proceeding or (iii) the named parties to
         any such action or proceeding (including any impleaded parties) include
         both the Indemnified Party and the Indemnifying Party, and the

                                       11
<PAGE>

         Indemnified Party shall have been advised by counsel that (A) there may
         be one or more legal defenses available to it which are different from
         or additional to those available to the Indemnifying Party and (B) the
         representation of the Indemnifying Party and the Indemnified Party by
         the same counsel would be inappropriate or contrary to prudent practice
         (in which case, if the Indemnified Party notifies the Indemnifying
         Party in writing that it elects to employ separate counsel at the
         expense of the Indemnifying Party, the Indemnifying Party shall not
         have the right to assume the defense of such action or proceeding on
         behalf of such Indemnified Party, it being understood, however, that
         the Indemnifying Party shall not, in connection with any one such
         action or proceeding or separate but substantially similar or related
         actions or proceedings in the same jurisdiction arising out of the same
         general allegations or circumstances, be liable for the reasonable fees
         and expenses of more than one separate firm of attorneys at any time
         for the Indemnified Parties, which firm shall be designated in writing
         by Financial Security). The Indemnifying Party shall not be liable for
         any settlement of any such action or proceeding effected without its
         written consent to the extent that any such settlement shall be
         prejudicial to the Indemnifying Party, but, if settled with its written
         consent, or if there be a final judgment for the plaintiff in any such
         action or proceeding with respect to which the Indemnifying Party shall
         have received notice in accordance with this subsection (b), the
         Indemnifying Party agrees to indemnify and hold the Indemnified Parties
         harmless from and against any loss or liability by reason of such
         settlement or judgment.

                  (35) CONTRIBUTION. To provide for just and equitable
         contribution if the indemnification provided by the Indemnifying Party
         is determined to be unavailable for any Indemnified Party (other than
         due to application of this Section), the Indemnifying Party shall
         contribute to the losses incurred by the Indemnified Party on the basis
         of the relative fault of the Indemnifying Party, on the one hand, and
         the Indemnified Party, on the other hand.

         Section 3.05. SUBROGATION. Subject only to the priority of payment
provisions of the Pooling and Servicing Agreement, the Company acknowledges
that, to the extent of any payment made by Financial Security pursuant to the
Policy, Financial Security is to be fully subrogated to the extent of such
payment and any additional interest due on any late payment, to the rights of
the Certificateholders to any moneys paid or payable in respect of the
Securities under the Related Documents or otherwise subject in each case to the
limitations of Section 3.19(c) of the Pooling and Servicing Agreement. The
Company agrees to such subrogation and, further, agrees to execute such
instruments and to take such actions as, in the sole judgment of Financial
Security, are necessary to evidence such subrogation and to perfect the rights
of Financial Security to receive any moneys paid or payable in respect of the
Securities under the Related Documents or otherwise.


                                       12
<PAGE>


                                   ARTICLE IV

                               FURTHER AGREEMENTS

         Section 4.01. EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall
take effect on the Date of Issuance and shall remain in effect until the later
of (a) such time as Financial Security is no longer subject to a claim under the
Policy and the Policy shall have been surrendered to Financial Security for
cancellation and (b) all amounts payable to Financial Security and the
Certificateholders under the Related Documents and under the Securities have
been paid in full; PROVIDED, HOWEVER, that the provisions of Section 3.04 hereof
shall survive any termination of this Agreement.

         Section 4.02.  OBLIGATIONS ABSOLUTE.

         (a) The payment obligations of the Company hereunder shall be absolute
and unconditional, and shall be paid strictly in accordance with this Agreement
under all circumstances irrespective of (i) any lack of validity or
enforceability of, or any amendment or other modifications of, or waiver with
respect to, any of the Related Documents, the Securities or the Policy; (ii) any
exchange or release of any other obligations hereunder; (iii) the existence of
any claim, setoff, defense, reduction, abatement or other right which the
Company may have at any time against Financial Security or any other Person;
(iv) any document presented in connection with the Policy proving to be forged,
fraudulent, invalid or insufficient in any respect, including any failure to
strictly comply with the terms of the Policy, or any statement therein being
untrue or inaccurate in any respect; (v) any failure of the Company to receive
the proceeds from the sale of the Securities; (vi) any breach by the Company of
any representation, warranty or covenant contained in any of the Related
Documents; or (vii) any other circumstances, other than payment in full, which
might otherwise constitute a defense available to, or discharge of, the Company
in respect of any Related Document.

         (b) The Company and any and all others who are now or may become liable
for all or part of the obligations of the Company under this Agreement agree to
be bound by this Agreement and (i) to the extent permitted by law, waive and
renounce any and all redemption and exemption rights and the benefit of all
valuation and appraisement privileges against the indebtedness, if any, and
obligations evidenced by any Related Document or by any extension or renewal
thereof; (ii) waive presentment and demand for payment, notices of nonpayment
and of dishonor, protest of dishonor and notice of protest; (iii) waive all
notices in connection with the delivery and acceptance hereof and all other
notices in connection with the performance, default or enforcement of any
payment hereunder except as required by the Related Documents; (iv) waive all
rights of abatement, diminution, postponement or deduction, or to any defense
other than payment, or to any right of setoff or recoupment arising out of any
breach under any of the Related Documents, by any party thereto or any
beneficiary thereof, or out of any obligation at any time owing to the Company;
(v) agree that any consent, waiver or forbearance hereunder with respect to an
event shall operate only for such event and not for any subsequent event; (vi)
consent to any and all extensions of time that may be granted by Financial
Security with respect to any payment hereunder or other provisions hereof and to
the release of any security at any time given for any payment hereunder, or any
part


                                       13
<PAGE>

thereof, with or without substitution, and to the release of any Person or
entity liable for any such payment; and (vii) consent to the addition of any and
all other makers, endorsers, guarantors and other obligors for any payment
hereunder, and to the acceptance of any and all other security for any payment
hereunder, and agree that the addition of any such obligors or security shall
not affect the liability of the parties hereto for any payment hereunder.

         (c) Nothing herein shall be construed as prohibiting the Company from
pursuing any rights or remedies it may have against any Person other than
Financial Security in a separate legal proceeding.

         Section 4.03. ASSIGNMENTS; REINSURANCE; THIRD-PARTY RIGHTS. (a) This
Agreement shall be a continuing obligation of the parties hereto and shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. The Company may not assign its rights under
this Agreement, or delegate any of its duties hereunder, without the prior
written consent of Financial Security. Any assignment made in violation of this
Agreement shall be null and void.

         (b) Financial Security shall have the right to give participations in
its rights under this Agreement and to enter into contracts of reinsurance with
respect to the Policy upon such terms and conditions as Financial Security may
in its discretion determine; PROVIDED, HOWEVER, that no such participation or
reinsurance agreement or arrangement shall relieve Financial Security of any of
its obligations hereunder or under the Policy.

         (c) In addition, Financial Security shall be entitled to assign or
pledge to any bank or other lender providing liquidity or credit with respect to
the Transaction or the obligations of Financial Security in connection therewith
any rights of Financial Security under the Related Documents or with respect to
any real or personal property or other interests pledged to Financial Security,
or in which Financial Security has a security interest, in connection with the
Transaction.

         (d) Except as provided herein with respect to participants and
reinsurers, nothing in this Agreement shall confer any right, remedy or claim,
express or implied, upon any Person, including, particularly, any
Certificateholder, other than Financial Security, against the Company, and all
the terms, covenants, conditions, promises and agreements contained herein shall
be for the sole and exclusive benefit of the parties hereto and their successors
and permitted assigns. Neither the Trustee nor any Certificateholder shall have
any right to payment from any premiums paid hereunder or from any other amounts
paid by the Company pursuant to Sections 3.02, 3.03, 3.04 and 3.05 hereof.

         Section 4.04. LIABILITY OF FINANCIAL SECURITY. Neither Financial
Security nor any of its officers, directors or employees shall be liable or
responsible for: (a) the use which may be made of the Policy by the Trustee or
for any acts or omissions of the Trustee in connection therewith or (b) the
validity, sufficiency, accuracy or genuineness of documents delivered to
Financial Security (or its Fiscal Agent) in connection with any claim under the
Policy, or of any signatures thereon, even if such documents or signatures
should in fact prove to be in any or all respects invalid,


                                       14
<PAGE>

insufficient, fraudulent or forged (unless Financial Security had actual
knowledge thereof). In furtherance and not in limitation of the foregoing,
Financial Security (or its Fiscal Agent) may accept documents that appear on
their face to be in order, without responsibility for further investigation.

                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

         Section 5.01. EVENTS OF DEFAULT. The occurrence of any of the following
events shall constitute an Event of Default hereunder:

                  (a) any representation or warranty made by the Company under
         any of the Related Documents, or in any certificate or report furnished
         under any of the Related Documents, shall prove to be untrue or
         incorrect in any material respect; PROVIDED, HOWEVER, that if the
         Company effectively cures any such defect in any representation or
         warranty under any Related Document, or certificate or report furnished
         under any Related Document, within the time period specified in the
         relevant Related Document as the cure period therefor, such defect
         shall not in and of itself constitute an Event of Default hereunder;

                  (b) (i) the Company fails to pay when due any amount payable
         by the Company under any of the Related Documents unless such amounts
         are paid in full within any applicable cure period explicitly provided
         for under the relevant Related Document; (ii) the Company shall have
         asserted that any of the Related Documents to which it is a party is
         not valid and binding on the parties thereto; or (iii) any court,
         governmental authority or agency having jurisdiction over any of the
         parties to any of the Related Documents or any property thereof shall
         find or rule that any material provision of any of the Related
         Documents is not valid and binding on the parties thereto;

                  (c) the Company fails to perform or observe any other material
         covenant or agreement contained in any of the Related Documents (except
         for the obligations described under clause (b) above) and such failure
         shall continue for a period of 30 days after written notice given to
         it; PROVIDED, HOWEVER, that, if such failure shall be of a nature that
         it cannot be cured within 30 days, such failure shall not constitute an
         Event of Default hereunder if within such 30-day period the Company
         shall have given notice to Financial Security of corrective action it
         proposes to take, which corrective action is agreed in writing by
         Financial Security to be satisfactory and the Company shall thereafter
         pursue such corrective action diligently until such default is cured;

                  (d)      [Reserved];

                  (e)      [Reserved];

                  (f) the Company fails to transfer servicing of all the
         Mortgage Loans in all respects to Countrywide Home Loans, Inc. by
         December 1, 2000; and


                                       15
<PAGE>

                  (g) the occurrence of an "event of default" under any of the
Related Documents.

         Section 5.02. REMEDIES; WAIVERS. (a) Upon the occurrence of an Event of
Default, Financial Security may exercise any one or more of the rights and
remedies set forth below:

                           (i) exercise any rights and remedies available under
                  the Related Documents in its own capacity or in its capacity
                  as the Person entitled to exercise the rights of the
                  Certificateholders in respect of the Securities; or

                           (ii) take whatever action at law or in equity may
                  appear necessary or desirable in its judgment to enforce
                  performance of any obligation of the Company under the Related
                  Documents.

                  (b) Unless otherwise expressly provided, no remedy herein
         conferred upon or reserved is intended to be exclusive of any other
         available remedy, but each remedy shall be cumulative and shall be in
         addition to other remedies given under the Related Documents or
         existing at law or in equity. No delay or failure to exercise any right
         or power accruing under any Related Document upon the occurrence of any
         Event of Default or otherwise shall impair any such right or power or
         shall be construed to be a waiver thereof, but any such right and power
         may be exercised from time to time and as often as may be deemed
         expedient. In order to entitle Financial Security to exercise any
         remedy reserved to Financial Security in this Article, it shall not be
         necessary to give any notice, other than such notice as may be
         expressly required in this Article.

                  (c) If any proceeding has been commenced to enforce any right
         or remedy under this Agreement and such proceeding has been
         discontinued or abandoned for any reason, or has been determined
         adversely to Financial Security, then and in every such case the
         parties hereto shall, subject to any determination in such proceeding,
         be restored to their respective former positions hereunder, and,
         thereafter, all rights and remedies of Financial Security shall
         continue as though no such proceeding had been instituted.

                  (d) Financial Security shall have the right, to be exercised
         in its complete discretion, to waive any covenant, Default or Event of
         Default by a writing setting forth the terms, conditions and extent of
         such waiver signed by Financial Security and delivered to the Company.
         Any such waiver may only be effected in writing duly executed by
         Financial Security, and no other course of conduct shall constitute a
         waiver of any provision hereof. Unless such writing expressly provides
         to the contrary, any waiver so granted shall extend only to the
         specific event or occurrence so waived and not to any other similar
         event or occurrence.


                                       16

<PAGE>


                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.01. AMENDMENTS, ETC. This Agreement may be amended, modified
or terminated only by written instrument or written instruments signed by the
parties hereto. No act or course of dealing shall be deemed to constitute an
amendment, modification or termination hereof.

         Section 6.02. NOTICES. All demands, notices and other communications to
be given hereunder shall be in writing (except as otherwise specifically
provided herein) and shall be mailed by registered mail or personally delivered
or telecopied to the recipient as follows:

         (a)  To Financial Security:   Financial Security Assurance Inc.
                                       350 Park Avenue
                                       New York, NY  10022
                                       Attention:  Transaction Oversight
                                       Re:  Aames Mortgage Trust 2000-1
                                            Mortgage   Pass-Through
                                            Certificates, Series 2000-1
                                       Confirmation: (212) 826-0100
                                       Telecopy Nos.: (212) 339-3518,
                                       (212) 339-3529 (in each case in
                                       which notice or other communication
                                       to Financial Security refers to an
                                       Event of Default, a claim on the
                                       Policy or with respect to which
                                       failure on the part of Financial
                                       Security to respond shall be deemed
                                       to constitute consent or
                                       acceptance, then a copy of such
                                       notice or other communication
                                       should also be sent to the
                                       attention of each of the General
                                       Counsel and the Head--Financial
                                       Guaranty Group and shall be marked
                                       to indicate "URGENT MATERIAL
                                       ENCLOSED.")

         (b)  To the Company:          Aames Capital Corporation
                                       350 South Grand Avenue
                                       Los Angeles, California  90071
                                       Attention: John Kohler

         (c)  To the Trustee:          Bankers Trust Company of California, N.A.
                                       3 Park Plaza
                                       Irvine, California 92714
                                       Attention: Corporate Trust Department


                                       17


<PAGE>


         A party may specify an additional or different address or addresses by
writing mailed or delivered to the other party as aforesaid. All such notices
and other communications shall be effective upon receipt.

         Section 6.03. PAYMENT PROCEDURE. In the event of any payment by
Financial Security for which it is entitled to be reimbursed or indemnified as
provided above, the Company agrees to accept the voucher or other evidence of
payment as prima facie evidence of the propriety thereof and the liability
therefor to Financial Security. All payments to be made to Financial Security
under this Agreement shall be made to Financial Security in lawful currency of
the United States of America in immediately available funds to the account
number provided in the Premium Letter before 1:00 p.m. (New York, New York time)
on the date when due or as Financial Security shall otherwise direct by written
notice to the Company. In the event that the date of any payment to Financial
Security or the expiration of any time period hereunder occurs on a day which is
not a Business Day, then such payment or expiration of time period shall be made
or occur on the next succeeding Business Day with the same force and effect as
if such payment was made or time period expired on the scheduled date of payment
or expiration date. Payments to be made to Financial Security under this
Agreement shall bear interest at the Late Payment Rate from the date due to the
date paid.

         Section 6.04. SEVERABILITY. In the event that any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, the parties hereto agree that such holding shall not invalidate or
render unenforceable any other provision hereof. The parties hereto further
agree that the holding by any court of competent jurisdiction that any remedy
pursued by any party hereto is unavailable or unenforceable shall not affect in
any way the ability of such party to pursue any other remedy available to it.

         Section 6.05. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Section 6.06. CONSENT TO JURISDICTION. (a) THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED
IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH
ANY OF THE RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE
THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A


                                       18
<PAGE>

DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THE RELATED DOCUMENTS OR THE
SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

                  (b) To the extent permitted by applicable law, the parties
         hereto shall not seek and hereby waive the right to any review of the
         judgment of any such court by any court of any other nation or
         jurisdiction which may be called upon to grant an enforcement of such
         judgment.

                  (c) The Company hereby irrevocably appoints and designates
         Stroock & Stroock & Lavan LLP, Attention: Reed D. Auerbach, Esq., whose
         address is 180 Maiden Lane, New York, New York 10038, as its true and
         lawful attorney and duly authorized agent for acceptance of service of
         legal process. The Company agrees that service of such process upon
         such Person shall constitute personal service of such process upon it.

                  (d) Nothing contained in the Agreement shall limit or affect
         Financial Security's right to serve process in any other manner
         permitted by law or to start legal proceedings relating to any of the
         Related Documents against the Company or its property in the courts of
         any jurisdiction.

         Section 6.07. CONSENT OF FINANCIAL SECURITY. In the event that
Financial Security's consent is required under any of the Related Documents, the
determination whether to grant or withhold such consent shall be made by
Financial Security in its sole discretion without any implied duty towards any
other Person, except as otherwise expressly provided therein.

         Section 6.08. COUNTERPARTS. This Agreement may be executed in
counterparts by the parties hereto, and all such counterparts shall constitute
one and the same instrument.

         Section 6.09. TRIAL BY JURY WAIVED. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION
WITH ANY OF THE RELATED DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREUNDER. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE RELATED DOCUMENTS TO
WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

         Section 6.10. LIMITED LIABILITY. No recourse under any Related Document
shall be had against, and no personal liability shall attach to, any officer,
employee, director, affiliate or


                                       19
<PAGE>

shareholder of any party hereto, as such, by the enforcement of any assessment
or by any legal or equitable proceeding, by virtue of any statute or otherwise
in respect of any of the Related Documents, the Securities or the Policy, it
being expressly agreed and understood that each Related Document is solely a
corporate obligation of each party hereto, and that any and all personal
liability, either at common law or in equity, or by statute or constitution, of
every such officer, employee, director, affiliate or shareholder for breaches by
any party hereto of any obligations under any Related Document is hereby
expressly waived as a condition of and in consideration for the execution and
delivery of this Agreement.

         Section 6.11. ENTIRE AGREEMENT. This Agreement, the Premium Letter and
the Policy set forth the entire agreement between the parties with respect to
the subject matter thereof, and this Agreement supersedes and replaces any
agreement or understanding that may have existed between the parties prior to
the date hereof in respect of such subject matter.



                                       20

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Insurance and Indemnity Agreement, all as of the day and year first above
written.


                                         FINANCIAL SECURITY ASSURANCE INC.



                                         By:
                                            ------------------------------------
                                                  Authorized Officer



                                         AAMES CAPITAL CORPORATION



                                         By:
                                            ------------------------------------
                                         Name
                                         Title:



                                       21


<PAGE>


                                   APPENDIX I

                                   DEFINITIONS

         "AAMES FINANCIAL" means Aames Financial Corporation.

         "BUSINESS DAY" means any day other than (a) a Saturday or Sunday or (b)
a day on which banking institutions in New York or California are authorized or
obligated by law or executive order to be closed.

         "CERTIFICATEHOLDERS" means registered holders of the Securities.

         "CLASS R CERTIFICATES" means the Aames Mortgage Trust 2000-1, Mortgage
Pass-Through Certificates, Series 2000-1, Class R Certificates issued under the
Pooling and Servicing Agreement together with the Securities, the Class C
Certificates and the Class P Certificates.

         "CODE" means the Internal Revenue Code of 1986.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMONLY CONTROLLED ENTITY" means the Company and each entity, whether
or not incorporated, which is affiliated with the Company pursuant to Section
414(b), (c), (m) or (o) of the Code.

         "COMPANY" means Aames Capital Corporation.

         "DATE OF ISSUANCE" means the date on which the Policy is issued as
specified therein.

         "DEFAULT" means any event which results, or which with the giving of
notice or the lapse of time or both would result, in an Event of Default.

         "ERISA" means the Employee Retirement Income Security Act of 1974,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "EVENT OF DEFAULT" means any event of default specified in Section 5.01
of the Insurance Agreement.

         "EXPIRATION DATE" means the final date of the Term of the Policy, as
specified in the Policy.

         "FINANCIAL SECURITY" means Financial Security Assurance Inc., a New
York stock insurance company, its successors and assigns.


                                      I-1

<PAGE>


         "FINANCIAL STATEMENTS" means with respect to the Parent, the
consolidated balance sheets as of December 31, 1999 and the consolidated
statements of income, retained earnings and cash flows for the fiscal quarter
ended June 30, 2000 and the consolidated balance sheets as of December 31, 1999
and the consolidated statements of income, retained earnings and cash flows for
the 12-month period then ended and the notes thereto.

         "FISCAL AGENT" means the Fiscal Agent, if any, designated pursuant to
the terms of the Policy.

         "FITCH" means Fitch, Inc., a Delaware corporation, and any successor
thereto, and, if such corporation shall for any reason no longer perform the
functions of a securities rating agency, "Fitch" shall be deemed to refer to any
other nationally recognized rating agency designated by Financial Security.

         "GUARANTY" means the guaranty letter dated September 21, 2000 from
Aames Financial.

         "INDEMNIFICATION AGREEMENT" means the Indemnification Agreement dated
as of September 8, 2000, among Financial Security, the Company, Greenwich
Capital Markets, Inc., Lehman Brothers Inc. and Morgan Stanley & Co.
Incorporated with respect to the Securities, as the same may be amended from
time to time.

         "INSURANCE AGREEMENT" means the Insurance and Indemnity Agreement dated
as of September 1, by and between Financial Security and the Company, as the
same may be amended from time to time.

         "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "IRS" means the Internal Revenue Service.

         "LATE PAYMENT RATE" means the lesser of (a) the then applicable rate of
interest on the Securities and (b) the maximum rate permissible under applicable
usury or similar laws limiting interest rates. The Late Payment Rate shall be
computed on the basis of the actual number of days elapsed over a year of 360
days.

          "LIEN" means, as applied to the property or assets (or the income or
profits therefrom) of any Person, in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or
otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease,
conditional sale or other title retention agreement, or other security interest
or encumbrance of any kind or (b) any arrangement, express or implied, under
which such property or assets are transferred, sequestered or otherwise
identified for the purpose of subjecting or making available the same for the
payment of debt or performance of any other obligation in priority to the
payment of the general, unsecured creditors of such Person.


                                      I-2

<PAGE>


         "MATERIAL ADVERSE CHANGE" means, (a) in respect of any Person, a
material adverse change in (i) the business, financial condition, results of
operations or properties of such Person or any of its Subsidiaries or (ii) the
ability of such Person to perform its obligations under any of the Related
Documents to which it is a party and (b) in respect of all or a portion of the
Mortgage Loans, a material adverse change in (i) the value or marketability of
such Mortgage Loans or (ii) the probability that amounts now or hereafter due in
respect of such Mortgage Loans will be collected on a timely basis.

         "MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and any successor thereto, and, if such corporation shall for any
reason no longer perform the functions of a securities rating agency, "Moody's"
shall be deemed to refer to any other nationally recognized rating agency
designated by Financial Security.

         "MORTGAGE DOCUMENTS" means the Mortgage Notes, Mortgages, assignments
of Mortgages (as defined in the Pooling and Servicing Agreement) and other
related documents required to be delivered to the Trustee pursuant to Sections
2.01 and 2.02 of the Pooling and Servicing Agreement.

         "MORTGAGE LOAN" has the meaning provided in the Pooling and Servicing
Agreement.

         "MULTIEMPLOYER PLAN" means a multiemployer plan (within the meaning of
Section 4001(a)(3) of ERISA) in respect of which a Commonly Controlled Entity
makes contributions or has liability.

         "NOTICE OF CLAIM" means a Notice of Claim and Certificate in the form
attached as Exhibit A to Endorsement No. 1 to the Policy.

         "OFFERING DOCUMENT" means the Prospectus dated September 8, 2000 and
the Prospectus Supplement dated September 8, 2000 of the Company in respect of
the Securities and any amendment or supplement thereto and any other offering
document in respect of the Securities that makes reference to the Policy.

         "PARENT" means Aames Financial.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency, corporation or instrumentality of the United States to which the duties
and powers of the Pension Benefit Guaranty Corporation are transferred.

         "PERSON" means an individual, joint stock company, trust,
unincorporated association, joint venture, corporation, business or owner trust,
partnership or other organization or entity (whether governmental or private).


                                      I-3
<PAGE>

         "PLAN" means any pension plan (other than a Multiemployer Plan) covered
by Title IV of ERISA, which is maintained by a Commonly Controlled Entity or in
respect of which a Commonly Controlled Entity has liability.

         "POLICY" means the financial guaranty insurance policy, including any
endorsements thereto, issued by Financial Security with respect to the
Securities, substantially in the form attached as Annex I to this Agreement.

         "POOLING AND SERVICING AGREEMENT" means the Pooling and Servicing
Agreement dated as of September 1, 2000 among the Company, Countrywide Home
Loans, Inc. and the Trustee on behalf of Financial Security and the
Certificateholders, pursuant to which the Securities are to be issued and the
Mortgage Loans are to be serviced and administered, as the same may be amended
from time to time.

         "PREMIUM" means the premium payable in accordance with Section 3.02 of
the Insurance Agreement and the Premium Supplement, if any.

         "PREMIUM LETTER" means the side letter between Financial Security and
the Company dated the Date of Issuance in respect of the premium payable in
consideration of the issuance of the Policy.

         "PREMIUM SUPPLEMENT" means a non-refundable premium, in addition to the
premium payable in accordance with Section 3.02 of the Insurance Agreement,
payable by the Company to Financial Security in monthly installments commencing
on the Premium Supplement Commencement Date and on each monthly anniversary
thereof, in accordance with the terms of the Premium Letter, until the Premium
Supplement Termination Date, in an amount equal to 0.23% times the principal
amount of the Securities outstanding on the Premium Supplement Commencement
Date.

         "PREMIUM SUPPLEMENT COLLECTION DATE" means the date on which all or a
portion of the Premium Supplement that has accrued or will accrue shall have
been declared payable in accordance with Section 5.02(a)(i) of the Insurance
Agreement.

         "PREMIUM SUPPLEMENT COMMENCEMENT DATE" means the date of occurrence of
an Event of Default, whether or nor Financial Security shall have declared an
"Event of Default" or shall have exercised, or be entitled to exercise, any
other rights or remedies under the Issuance Agreement.

         "PREMIUM SUPPLEMENT TERMINATION DATE" means the date on which all
Events of Default under the Insurance Agreement shall have been remedied or
shall have been waived by Financial Security.

         "PROSPECTUS" means the Offering Document, as supplemented, relating to
the Securities, as first filed with the Commission pursuant to Rule 424 under
the Securities Act.


                                      I-4
<PAGE>

         "PROVIDED DOCUMENTS" means the Related Documents and any documents,
agreements, instruments, schedules, certificates, statements, cash flow
schedules, number runs or other writings or data furnished to Financial Security
by or on behalf of the Company with respect to itself, its Parent, or the
Transaction.

         "REGISTRATION STATEMENT" means the registration statement on Form S-3
(No. 333-64903), including a form of prospectus, relating to the Securities, as
amended to the date hereof.

         "RELATED DOCUMENTS" means the Transaction Documents and the Guaranty.

         "RESTRICTIONS ON TRANSFERABILITY" means, as applied to the property or
assets (or the income or profits therefrom) of any Person, in each case whether
the same is consensual or non-consensual or arises by contract, operation of
law, legal process or otherwise, any material condition to, or restriction on,
the ability of such Person or any transferee therefrom to sell, assign, transfer
or otherwise liquidate such property or assets in a commercially reasonable time
and manner or which would otherwise materially deprive such Person or any
transferee therefrom of the benefits of ownership of such property or assets.

         "SECURITIES" means the $456,233,200 of Aames Mortgage Trust 2000-1,
Mortgage Pass-Through Certificates, Series 2000-1, Class A-1F Certificates,
Class A-2F Certificates, Class A-3F Certificates, Class A-4F Certificates, Class
A-5F Certificates, Class A-6F Certificates, Class A-V1 Certificates and Class
A-V2 Certificates issued pursuant to the Pooling and Servicing Agreement.

         "SECURITIES ACT" means the Securities Act of 1933, including, unless
the context otherwise requires, the rules and regulations thereunder, as amended
from time to time.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
including, unless the context otherwise requires, the rules and regulations
thereunder, as amended from time to time.

         "S&P" means Standard & Poor's, A Division of The McGraw-Hill Companies,
Inc., and any successor thereto, and, if such entity shall for any reason no
longer perform the functions of a securities rating agency, "S&P" shall be
deemed to refer to any other nationally recognized rating agency designated by
Financial Security.

         "SUBSIDIARY" means, with respect to any Person, any corporation of
which a majority of the outstanding shares of capital stock having ordinary
voting power for the election of directors is at the time owned by such Person
directly or through one or more Subsidiaries.

         "TERM OF THE AGREEMENT" shall be determined as provided in Section 4.01
of the Insurance Agreement.

         "TERM OF THE POLICY" has the meaning provided in the Policy.


                                      I-5
<PAGE>

         "TRANSACTION" means the transactions contemplated by the Related
Documents, including the transactions described in the Offering Document.

         "TRANSACTION DOCUMENTS" means the Insurance Agreement, the
Indemnification Agreement, the Pooling and Servicing Agreement, the Underwriting
Agreement and the Premium Letter.

         "TRIGGER EVENT" means the occurrence of any one of the following: (a)
an Event of Default under the Insurance Agreement has occurred and is
continuing, (b) the occurrence of an event of default by the Company under the
Pooling and Servicing Agreement, (c) any legal proceeding or binding arbitration
is instituted with respect to the Transaction, (d) any governmental or
administrative investigation, action or proceeding is instituted that would, if
adversely decided, result in a Material Adverse Change in respect of the Company
or of a material portion of the Mortgage Loans or (e) Financial Security pays a
claim under the Policy.

         "TRUST" means the trust created under the Pooling and Servicing
Agreement.

         "TRUSTEE" means Bankers Trust Company of California, N.A., a national
banking association, as trustee under the Pooling and Servicing Agreement, and
any successor thereto as trustee under the Pooling and Servicing Agreement.

         "TRUST FUND" has the meaning provided in the Pooling and Servicing
Agreement.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, including,
unless the context otherwise requires, the rules and regulations thereunder, as
amended from time to time.

         "UNDERWRITER" means each of, Greenwich Capital Markets, Inc., Lehman
Brothers Inc and Morgan Stanley Dean Witter.

         "UNDERWRITING AGREEMENT" means the Underwriting Agreement between the
Company and Greenwich Capital Markets, Inc., as representative of the several
Underwriters, with respect to the offer and sale of the Securities, as the same
may be amended from time to time.


                                      I-6
<PAGE>

                                   APPENDIX II

                               OPINIONS OF COUNSEL

         There shall be delivered to Financial Security, Moody's, Fitch and S&P
opinions of counsel as follows:

         (i) opinions to the effect that the Securities have been duly issued,
and the Related Documents have been duly executed and delivered, and each
constitutes legal, valid and binding obligations, enforceable in accordance with
their respective terms;

         (ii) opinions as to compliance with applicable securities laws,
including, but not limited to, opinions to the effect that:

                  (A) to the best of counsel's knowledge, no filing or
         registration with or notice to or consent, approval, authorization or
         order of any court or governmental authority or agency is required for
         the consummation of the Transaction, except such as may be required and
         have been obtained under the Securities Act and state securities or
         "blue sky" laws;

                  (B) the Registration Statement is effective under the
         Securities Act and, to the best of counsel's knowledge and information,
         no stop order suspending the effectiveness of the Registration
         Statement has been issued under the Securities Act or proceedings
         therefor initiated or threatened by the Commission;

                  (C) neither the Trust nor the Trust Fund is required to be
         registered under the Investment Company Act; and

                  (D) the Pooling and Servicing Agreement is not required to be
         qualified under the Trust Indenture Act;

         (iii) an opinion to the effect that (A) the Mortgage Loans would not be
included as part of the estate of the Company in the event of any receivership
or insolvency proceedings in respect thereof; and (B) the transfer of the
Mortgage Loans by the Company to the Trust would be characterized by a court of
competent jurisdiction as a sale of such Mortgage Loans and not as a borrowing
by the Company;

         (iv) an opinion to the effect that the transfer of the Mortgage Loans
to the Trust does not constitute either a fraudulent conveyance or a
preferential transfer by the Company;

         (v) an opinion to the effect that (A) the Trust Fund qualifies as one
or more valid REMICs for federal income tax purposes and for state and local tax
purposes; and (B) the Trust Fund will not be subject to income or franchise
taxes in the State of California, subject to such limitations as set forth by
such counsel; and



                                      II-1
<PAGE>


         (vi) an opinion to the effect that the Guaranty has been duly
authorized, executed and delivered by Aames Financial and is the legal, valid
and binding obligation of Aames Financial enforceable against Aames Financial in
accordance with its terms.















                                      II-2
<PAGE>




                                     ANNEX I
                                       TO
                        INSURANCE AND INDEMNITY AGREEMENT


                   FORM OF FINANCIAL GUARANTY INSURANCE POLICY


















<PAGE>


                                   APPENDIX A
                      TO INSURANCE AND INDEMNITY AGREEMENT

                 CONDITIONS PRECEDENT TO ISSUANCE OF THE POLICY

                  (36) PAYMENT OF INITIAL PREMIUM AND EXPENSES; PREMIUM LETTER.
         Financial Security shall have been paid, by or on behalf of the
         Company, a nonrefundable Premium and shall have been reimbursed, by or
         on behalf of the Company, for other fees and expenses identified in
         Section 3.02 of the Insurance Agreement as payable at closing, and
         Financial Security shall have received a fully executed copy of the
         Premium Letter.

                  (37) RELATED DOCUMENTS. Financial Security shall have received
         a copy of each of the Related Documents, in form and substance
         satisfactory to Financial Security, duly authorized, executed and
         delivered by each party thereto. Without limiting the foregoing, the
         provisions of the Pooling and Servicing Agreement relating to the
         payment to Financial Security of the Premium due on the Policy and the
         reimbursement to Financial Security of amounts paid under the Policy
         shall be in form and substance acceptable to Financial Security in its
         sole discretion.

                   (38) CERTIFIED DOCUMENTS AND RESOLUTIONS. Financial Security
         shall have received a copy of (i) the articles of incorporation and
         bylaws of the Company and (ii) the resolutions of the Company's Board
         of Directors authorizing the issuance of the Securities and the
         execution, delivery and performance by the Company of the Transaction
         Documents and the transactions contemplated thereby, certified by the
         Secretary or an Assistant Secretary of the Company (which certificate
         shall state that such articles of incorporation, bylaws and resolutions
         are in full force and effect without modification on the Date of
         Issuance).

                  (39) INCUMBENCY CERTIFICATE. Financial Security shall have
         received a certificate of the Secretary or an Assistant Secretary of
         the Company certifying the name and signatures of the officers of the
         Company authorized to execute and deliver the Transaction Documents and
         that shareholder consent to the execution and delivery of such
         documents is not necessary.

                  (40) REPRESENTATIONS AND WARRANTIES; CERTIFICATE. The
         representations and warranties of the Company in the Insurance
         Agreement shall be true and correct as of the Date of Issuance as if
         made on the Date of Issuance and Financial Security shall have received
         a certificate of appropriate officers of the Company to that effect.

                  (41) OPINIONS OF COUNSEL. Financial Security shall have
         received opinions of counsel addressed to Financial Security, Moody's,
         Fitch and S&P in respect of the Company, Aames Financial, the other
         parties to the Related Documents and the Transaction in form and
         substance satisfactory to Financial Security, addressing such matters
         as Financial Security may reasonably request, including without
         limitation, the items set forth in Appendix II


                                      A-1
<PAGE>

         hereto, and the counsel providing each such opinion shall have been
         instructed by its client to deliver such opinion to the addressees
         thereof.

                  (42) APPROVALS, ETC. Financial Security shall have received
         true and correct copies of all approvals, licenses and consents, if
         any, including, without limitation, the approval of the shareholders of
         the Company, required in connection with the Transaction.

                  (43) NO LITIGATION, ETC. No suit, action or other proceeding,
         investigation, or injunction or final judgment relating thereto, shall
         be pending or threatened before any court or governmental agency in
         which it is sought to restrain or prohibit or to obtain damages or
         other relief in connection with any of the Related Documents or the
         consummation of the Transaction.

                  (44) LEGALITY. No statute, rule, regulation or order shall
         have been enacted, entered or deemed applicable by any government or
         governmental or administrative agency or court which would make the
         transactions contemplated by any of the Related Documents illegal or
         otherwise prevent the consummation thereof.

                  (45) SATISFACTION OF CONDITIONS OF UNDERWRITING AGREEMENT. All
         conditions in the Underwriting Agreement to the Underwriters'
         obligation to purchase the Securities shall have been satisfied.

                  (46) ISSUANCE OF RATINGS. Financial Security shall have
         received confirmation that the risk secured by the Policy constitutes
         an investment grade risk by S&P and an insurable risk by Moody's and
         that the Securities, when issued, will be rated "AAA" by S&P, "AAA" by
         Fitch and "Aaa" by Moody's.

                  (47) DELIVERY OF MORTGAGE DOCUMENTS. Financial Security shall
         have received evidence satisfactory to it that: (i) delivery has been
         made to the Trustee or to a Custodian of the Mortgage Documents
         required to be so delivered pursuant to Section 2.01 of the Pooling and
         Servicing Agreement; and (ii) each Mortgage Note (as defined in the
         Pooling and Servicing Agreement) is endorsed as provided in Section
         2.01 of the Pooling and Servicing Agreement.

                  (48) NO DEFAULT. No Default or Event of Default shall have
         occurred.

                  (49) ADDITIONAL ITEMS. Financial Security shall have received
         such other documents, instruments, approvals or opinions requested by
         Financial Security as may be reasonably necessary to effect the
         Transaction, including but not limited to evidence satisfactory to
         Financial Security that all conditions precedent, if any, in the
         Related Documents have been satisfied


                                      A-2
<PAGE>


                                                                       EXHIBIT M





Bankers Trust Company of California, N.A.,
  as Trustee
1761 East St. Andrews Place
Santa Ana, California  92705

         Re:      Aames Mortgage Trust 2000-2,
                  Mortgage Pass-Through Certificates,
                  SERIES, 2000-2, CLASS [  ] (THE "CERTIFICATES")

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 and
(c) with respect to our disposition of the Certificates, we have no knowledge
that the transferee is not a permitted transferee.

                                            Very truly yours,

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


                                            By:
                                               ---------------------------
                                                    Authorized Officer



                                      M-1
<PAGE>


                                                                     EXHIBIT N-1


                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                     [DATE]


[Seller]
[Seller Address]


Bankers Trust Company of California, N.A.,
  as Trustee
1761 East St. Andrews Place
Santa Ana, California  92705


         Re:      Aames Mortgage Trust 2000-2,
                  Mortgage Pass-Through Certificates,
                  SERIES, 2000-2, CLASS [  ] (THE "CERTIFICATES")


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
Seller 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) either (i) 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 or (ii) the
purchaser is an insurance company which is purchasing such certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificates are covered
under PTCE 95-60, (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


                                      N-1-1
<PAGE>

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.

                                              Very truly yours,

                                              [NAME OF TRANSFEREE]


                                              By:
                                                 --------------------------
                                                     Authorized Officer







                                      N-1-2
<PAGE>


                                                                     EXHIBIT N-2


                            FORM OF RULE 144A LETTER

                                     [DATE]


[Seller]
[Seller Address]


Bankers Trust Company of California, N.A.,
  as Trustee
1761 East St. Andrews Place
Santa Ana, California  92705


         Re:      Aames Mortgage Trust 2000-2,
                  Mortgage Pass-Through Certificates,
                  Series, 2000-2, Class [  ] (the "Certificates")


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 Seller
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) either (i) 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 or (ii) the purchaser is
an insurance company which is purchasing such Certificates with funds obtained
in an "insurance company general account" (as such term is defined in Section
V(e)of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under PTCE 95-60, (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


                                     N-2-1
<PAGE>

Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (e) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under the Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Act.

                                               Very truly yours,


                                               [NAME OF TRANSFEREE]


                                               By:
                                                   --------------------------
                                                       Authorized Officer


                                     N-2-2

<PAGE>


                                                          ANNEX 1 TO EXHIBIT N-2


            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:

                  (a) As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  (b) 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

________________________________

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.

                                     N-2-3

<PAGE>

                           least $25,000,000 as demonstrated in its latest
                           annual financial statements, A COPY OF WHICH IS
                           ATTACHED HERETO.

                  ___      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 theSmall 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.

                  (c) 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.

                  (d) 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


                                     N-2-4
<PAGE>

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.

                  (e) 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.

                  (f) 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:







                                     N-2-5
<PAGE>


                                                          ANNEX 2 TO EXHIBIT N-2


            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:

                  (a) 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.

                  (b) In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.



                                     N-2-6

<PAGE>


                  ___      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).

                  (c) 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).

                  (d) The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

                  (e) The Buyer is familiar with Rule 144A and under-stands 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.



                                     N-2-7
<PAGE>


                  (f) 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:






                                     N-2-8

<PAGE>



                                                                       EXHIBIT O


                                      [Reserved]















                                       O-1

<PAGE>


                                                                       EXHIBIT P



                             [Available from Aames]












                                       P-1

<PAGE>


                                                                       EXHIBIT Q


       Set forth on pages S-39 through S-40 of the Prospectus Supplement.















                                       Q-1

<PAGE>


                                                                       EXHIBIT R


                             [Available from Aames]














                                       R-1