Exhibit 4.1

              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.,

                                    Depositor

                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller

                                [______________],

                                    Servicer

                                [_____________],

                                    Servicer

                                [_____________],

                                    Servicer

                                [______________],

                                Special Servicer



                                       and

                               [________________],

                                     Trustee


--------------------------------------------------------------------------------
                         POOLING AND SERVICING AGREEMENT
                         Dated as of [________] 1, 20__
--------------------------------------------------------------------------------


                    HOME EQUITY MORTGAGE TRUST SERIES ____-__
         HOME EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES _____-__

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<TABLE>
<CAPTION>
                                                TABLE OF CONTENTS


                                                    ARTICLE I

                                                   DEFINITIONS

<S>                         <C>
   SECTION 1.01             Definitions........................................................................
   SECTION 1.02             Interest Calculations..............................................................
   SECTION 1.03             Allocation of Certain Interest Shortfalls..........................................

                                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

   SECTION 2.01             Conveyance of Mortgage Loans.......................................................
   SECTION 2.02             Acceptance by the Trustee..........................................................
   SECTION 2.03             Representations and Warranties of the Seller, the Servicers and the
                            Special Servicer...................................................................

   SECTION 2.04             Representations and Warranties of the Depositor as to the Mortgage
                            Loans..............................................................................
   SECTION 2.05             Delivery of Opinion of Counsel in Connection with Substitutions....................
   SECTION 2.06             Execution and Delivery of Certificates.............................................
   SECTION 2.07             REMIC Matters......................................................................
   SECTION 2.08             Covenants of each Servicer.........................................................
   SECTION 2.09             Conveyance of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2
                            and REMIC 3 by the Trustee; Issuance of Certificates...............................
   SECTION 2.10             Purposes and Powers of the Trust...................................................

                                                   ARTICLE III

                                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

   SECTION 3.01             Servicers to Service Mortgage Loans................................................
   SECTION 3.02             Subservicing; Enforcement of the Obligations of Subservicers.......................
   SECTION 3.03             [Reserved].........................................................................
   SECTION 3.04             Trustee to Act as Servicer.........................................................
   SECTION 3.05             Collection of Mortgage Loans; Collection Accounts; Certificate Account;
                            Pre-Funding Account; Capitalized Interest Account..................................
   SECTION 3.06             Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals
                            from Escrow Accounts; Payments of Taxes, Insurance and Other
                            Charges............................................................................
   SECTION 3.07             Access to Certain Documentation and Information Regarding the Mortgage
                            Loans; Inspections.................................................................
   SECTION 3.08             Permitted Withdrawals from the Collection Accounts and Certificate Account.........
   SECTION 3.09             Maintenance of Hazard Insurance and Mortgage Impairment Insurance;
                            Claims; Restoration of Mortgaged Property..........................................
   SECTION 3.10             Enforcement of Due-on-Sale Clauses; Assumption Agreements..........................
   SECTION 3.11             Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
                            Mortgage Loans.....................................................................
   SECTION 3.12             Trustee to Cooperate; Release of Mortgage Files....................................
   SECTION 3.13             Documents, Records and Funds in Possession of a Servicer to be Held for
                            the Trustee .......................................................................
   SECTION 3.14             Servicing Fee......................................................................
   SECTION 3.15             Access to Certain Documentation....................................................
   SECTION 3.16             Annual Statement as to Compliance..................................................
   SECTION 3.17             Assessments of Compliance and Attestation Reports..................................
   SECTION 3.18             Maintenance of Fidelity Bond and Errors and Omissions Insurance....................
   SECTION 3.19             Duties of the Credit Risk Manager..................................................
   SECTION 3.20             Limitation Upon Liability of the Credit Risk Manager...............................
   SECTION 3.21             Advance Facility...................................................................
   SECTION 3.22             Special Serviced Mortgage Loans....................................................
   SECTION 3.23             Maintenance of Credit Insurance Policy.............................................

                                                   ARTICLE IV

                                   DISTRIBUTIONS AND ADVANCES BY THE SERVICER

   SECTION 4.01             Advances by the Servicer...........................................................
   SECTION 4.02             Priorities of Distribution.........................................................
   SECTION 4.03             [Reserved].........................................................................
   SECTION 4.04             [Reserved].........................................................................
   SECTION 4.05             Allocation of Realized Losses......................................................
   SECTION 4.06             Monthly Statements to Certificateholders...........................................
   SECTION 4.07             Distributions on the REMIC 1 Regular Interests and REMIC 2 Regular
                            Interests..........................................................................
   SECTION 4.08             [Reserved].........................................................................
   SECTION 4.09             Prepayment Charges.................................................................
   SECTION 4.10             Servicers to Cooperate.............................................................

                                                    ARTICLE V

                                                THE CERTIFICATES

   SECTION 5.01             The Certificates...................................................................
   SECTION 5.02             Certificate Register; Registration of Transfer and Exchange of
                            Certificates.......................................................................
   SECTION 5.03             Mutilated, Destroyed, Lost or Stolen Certificates..................................
   SECTION 5.04             Persons Deemed Owners..............................................................
   SECTION 5.05             Access to List of Certificateholders' Names and Addresses..........................
   SECTION 5.06             Maintenance of Office or Agency....................................................

                                                   ARTICLE VI

                        THE DEPOSITOR, THE SELLER, THE SERVICERS AND THE SPECIAL SERVICER

   SECTION 6.01             Respective  Liabilities  of the Depositor,  the Sellers,  the Servic
ers and the Special
                            Servicer...........................................................................
   SECTION 6.02             Merger or  Consolidation  of the  Depositor,  the  Seller,  a Servicer
or the  Special
                            Servicer...........................................................................
   SECTION 6.03             Limitation  on Liability  of the  Depositor,  the Seller,  the  Servicers,
  the Special
                            Servicer and Others................................................................
   SECTION 6.04             Limitation on Resignation of a Servicer............................................

                                                   ARTICLE VII

                                                     DEFAULT

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

                                                  ARTICLE VIII

                                             CONCERNING THE TRUSTEE

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

                                                   ARTICLE IX

                                                   TERMINATION

   SECTION 9.01             Termination upon Liquidation or Purchase of the Mortgage Loans.....................
   SECTION 9.02             Final Distribution on the Certificates.............................................
   SECTION 9.03             Additional Termination Requirements................................................
   SECTION 9.04             Determination of the Terminating Entity............................................

                                                    ARTICLE X

                                            MISCELLANEOUS PROVISIONS

   SECTION 10.01            Amendment..........................................................................
   SECTION 10.02            Recordation of Agreement; Counterparts.............................................
   SECTION 10.03            Governing Law......................................................................
   SECTION 10.04            [Reserved].........................................................................
   SECTION 10.05            Notices............................................................................
   SECTION 10.06            Severability of Provisions.........................................................
   SECTION 10.07            Assignment.........................................................................
   SECTION 10.08            Limitation on Rights of Certificateholders.........................................
   SECTION 10.09            Certificates Nonassessable and Fully Paid..........................................
   SECTION 10.10            Non-Solicitation...................................................................


EXHIBITS
EXHIBIT A.            Form of Class A Certificates.............................................................
EXHIBIT B.            Form of Subordinate Certificate..........................................................
EXHIBIT C.            Form of Residual Certificate.............................................................
EXHIBIT D.            Form of Notional Amount Certificate......................................................
EXHIBIT E.            Form of Class P Certificate..............................................................
EXHIBIT F.            Form of Reverse Certificates.............................................................
EXHIBIT G.            Form of Initial Certification of Custodian...............................................
EXHIBIT H.            Form of Final Certification of Custodian.................................................
EXHIBIT I.            Transfer Affidavit.......................................................................
EXHIBIT J.            Form of Transferor Certificate...........................................................
EXHIBIT K.            Form of Investment Letter (Non-Rule 144A)................................................
EXHIBIT L.            Form of Rule 144A Letter.................................................................
EXHIBIT M.            Request for Release......................................................................
EXHIBIT N.            Form of Subsequent Transfer Agreement....................................................
EXHIBIT O-1.          Form of Collection Account Certification.................................................
EXHIBIT O-2.          Form of Collection Account Letter Agreement..............................................
EXHIBIT P-1.          Form of Escrow Account Certification ....................................................
EXHIBIT P-2.          Form of Escrow Account Letter Agreement..................................................
EXHIBIT Q.            [Reserved] ..............................................................................
EXHIBIT R-1.          Form of Custodial Agreement for [_________________]......................................
EXHIBIT R-2.          Form of Custodial Agreement for [_________________]......................................
EXHIBIT S.            [Reserved]...............................................................................
EXHIBIT T.            Data Fields for [_______] Serviced Loans Transferred to [_______]........................
EXHIBIT U.            Charged Off Loan Data Report.............................................................
EXHIBIT V.            Form of Monthly Statement to Certificateholders..........................................
EXHIBIT W.            Form of Depositor Certification..........................................................
EXHIBIT X.            Form of Trustee Certification............................................................
EXHIBIT Y.            Form of Servicer Certification...........................................................
EXHIBIT Z.            Information to be Provided by Servicer to Trustee........................................
EXHIBIT AA            Form of Limited Power of Attorney........................................................
EXHIBIT BB.           Credit Insurance Policy..................................................................
EXHIBIT CC.           Servicing Criteria to Be Addressed in Assessment of Compliance ..........................
SCHEDULE I            Mortgage Loan Schedule...................................................................
SCHEDULE II           Seller's Representations and Warranties..................................................
SCHEDULE IIIA         [________] Representations and Warranties................................................
SCHEDULE IIIB         [________] Representations and Warranties................................................
SCHEDULE IIIC         [________] Representations and Warranties................................................
SCHEDULE IIID         [________] Representations and Warranties................................................
SCHEDULE IV           Representations and Warranties for the Mortgage Loans ...................................
</TABLE>
<PAGE>

            THIS POOLING AND SERVICING AGREEMENT, dated as of [_______] 1, 20__,
among CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP., a Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL, INC., a
Delaware corporation, as Seller (the "Seller"), [_____________], a [_______]
corporation, as servicer (a "Servicer" or "[______]"),[_____________], a
[_______] corporation, as servicer (a "Servicer" or "[______]"),[_____________],
a [_______] corporation, as servicer (a "Servicer" or "[______]", and together
with [________] and [________], the "Servicers"), [_____________], a [_______]
corporation, as special servicer (the "Special Servicer" or "[______]") and
[__________________], a national banking association organized under the laws of
the United States, as trustee (the "Trustee").

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

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

                                     REMIC 1

As provided herein, the Trustee will make an election to treat the segregated
pool of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (exclusive of the Pre-Funding Account, the Capitalized
Interest Account and the Subsequent Mortgage Loan Interest) as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes, and
such segregated pool of assets will be designated as "REMIC 1." The Class A-RL
Certificates will represent the sole class of "residual interests" in REMIC 1
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate and the initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC 1 (the "REMIC 1
Regular Interests"). None of the REMIC 1 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular
Interests will be the Latest Possible Maturity Date as defined herein.

                                                        INITIAL
                           UNCERTIFICATED REMIC 1    UNCERTIFICATED
              DESIGNATION     PASS-THROUGH RATE    PRINCIPAL BALANCE
              -----------  ----------------------  -----------------
                 LTI-1           Variable(1)       $
                 LTI-PF          Variable(1)       $
                 LTI-S1          Variable(1)              (2)
                 LTI-S2          Variable(1)              (2)
                 LTI-P           Variable(1)       $          100.00
                 LTI-R           Variable(1)       $          100.00
-------------------

      (1)   Calculated as provided in the definition of Uncertificated REMIC 1
            Pass-Through Rate.

      (2)   REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular Interest LTI-S2
            will not have an Uncertificated Principal Balance but will accrue
            interest on an uncertificated notional amount calculated in
            accordance with the definition of "Uncertificated Notional Amount"
            herein.


                                     REMIC 2

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

                                                       INITIAL
                           UNCERTIFICATED REMIC    UNCERTIFICATED
              DESIGNATION   2 PASS-THROUGH RATE   PRINCIPAL BALANCE
              -----------  ----------------------  -----------------
                MTI-AA          Variable(1)      $
                MTI-A-1         Variable(1)      $
                MTI-A-2A        Variable(1)      $
                MTI-A-2B        Variable(1)      $
                MTI-A-3         Variable(1)      $
                MTI-A-4         Variable(1)      $
                MTI-M-1         Variable(1)      $
                MTI-M-2         Variable(1)      $
                MTI-M-3         Variable(1)      $
                MTI-M-4         Variable(1)      $
                MTI-M-5         Variable(1)      $
                MTI-M-6         Variable(1)      $
                MTI-M-7         Variable(1)      $
                MTI-M-8         Variable(1)      $
                MTI-M-9F        Variable(1)      $
                MTI-M-9A        Variable(1)      $
                MTI-B-1         Variable(1)      $
                MTI-B-2         Variable(1)      $
                 MTI-ZZ         Variable(1)      $
                 MTI-P          Variable(1)      $          100.00
                 MTI-R          Variable(1)      $          100.00
                 MTI-S              (2)                  (3)
-------------------
      (1)   Calculated as provided in the definition of Uncertificated REMIC 2
            Pass-Through Rate.

      (2)   REMIC 2 Regular Interest MTI-S will not have an Uncertificated REMIC
            2 Pass-Through Rate, but will be entitled to 100% of the amounts
            distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular
            Interest LTI-S2.

      (3)   REMIC 2 Regular Interest MTI-S will not have an Uncertificated
            Principal Balance, but will have an Uncertificated Notional Amount
            equal to the Uncertificated Notional Amount of REMIC 1 Regular
            Interest LTI-S1 and REMIC 1 Regular Interest LTI-S2.

                                     REMIC 3

            As provided herein, an election will be made to treat the segregated
pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as REMIC 3. The Class R-3 Interest will represent the sole class of
"residual interests" in REMIC 3 for purposes of the REMIC Provisions under
federal income tax law (the "Class R-3 Interest"). The following table
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial
Certificate Principal Balance and minimum denominations for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
3, and the Class A-R Certificates, Class A-RL Certificates and Class X-2
Certificates which are not "regular interests" in REMIC 3. The latest possible
maturity date (determined for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be the Latest
Possible Maturity Date as defined herein.


                                                                  INTEGRAL
                                                                MULTIPLES IN
              CLASS CERTIFICATE  PASS-THROUGH      MINIMUM        EXCESS OF
                   BALANCE           RATE        DENOMINATION      MINIMUM
 -------------------------------------------------------------------------------
 Class A-1   $                   Adjustable(1)   $     25,000         $1
 Class A-2A  $                   Adjustable(1)   $     25,000         $1
 Class A-2B  $                   Adjustable(1)   $     25,000         $1
 Class A-3   $                    [_____]%(3)    $     25,000         $1
 Class A-4   $                   Adjustable(1)   $     25,000         $1
 Class P       $         100.00   Variable(2)    $        100        N/A
 Class A-R     $         100.00   Variable(2)    $        100        N/A
 Class A-RL    $         100.00   Variable(2)    $        100        N/A
 Class M-1   $                    [_____]%(3)    $     25,000         $1
 Class M-2   $                    [_____]%(3)    $     25,000         $1
 Class M-3   $                    [_____]%(3)    $     25,000         $1
 Class M-4   $                    [_____]%(3)    $     25,000         $1
 Class M-5   $                    [_____]%(3)    $     25,000         $1
 Class M-6   $                    [_____]%(3)    $     25,000         $1
 Class M-7   $                    [_____]%(3)    $     25,000         $1
 Class M-8   $                    [_____]%(3)    $     25,000         $1
 Class M-9A  $                   Adjustable(1)   $     25,000         $1
 Class M-9F  $                    [_____]%(3)    $     25,000         $1
 Class B-1   $                    [_____]%(3)    $     25,000         $1
 Class B-2   $                    [_____]%(3)    $     25,000         $1
 Class X-1     $           0.00 Variable(4)(5)            100%        $1
 Class X-2     $           0.00      0.00%                N/A        N/A
 Class X-S     $           0.00(6)Variable(7)             100%        $1
--------------
      (1)   The Class A-1, Class A-2A, Class A-2B, Class A-4 and Class M-9A
            Certificates have an adjustable rate and will receive interest
            pursuant to formulas based on LIBOR, subject to the Net Funds Cap.

      (2)   The initial pass-through rates on the Class P, Class A-R and Class
            A-RL Certificates will be approximately [_____]% per annum which is
            equal to the weighted average of the Net Mortgage Rates on the
            Initial Mortgage Loans and will vary after the first Distribution
            Date.

      (3)   The Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class
            M-5, Class M-6, Class M-7, Class M-8, Class M-9F, Class B-1 and
            Class B-2 Certificates have a fixed rate subject to the Net Funds
            Cap. The fixed rate will increase by 0.50% per annum after the
            Optional Termination Date.

      (4)   The Class X-1 Certificates will have an initial principal balance of
            $[_________] and will accrue interest on its notional amount. For
            any Distribution Date, the notional amount of the Class X-1
            Certificates will be equal to the Aggregate Collateral Balance minus
            the aggregate Class Certificate Balance of the Class A-R, Class A-RL
            and Class P Certificates immediately prior to such Distribution
            Date. The initial notional amount of the Class X-1 Certificates is
            $[_________].

      (5)   The Class X-1 Certificates are variable rate and will accrue
            interest on a notional amount.

      (6)   For federal income tax purposes, the Class X-S Certificates will not
            have a Class Principal Balance, but will have a notional amount
            equal to the Uncertificated Notional Amount of REMIC 2 Regular
            Interest MTI-S.

      (7)   The Class X-S Certificates are an interest only Class and for each
            Distribution Date the Class X-S Certificates shall receive the
            aggregate Excess Servicing Fee. For federal income tax purposes, the
            Class X-S Certificates will not have a Pass-Through Rate, but will
            be entitled to 100% of the amounts distributed on REMIC 2 Regular
            Interest MTI-S.

            Set forth below are designations of Classes of Certificates to the
categories used herein:

Book-Entry Certificates..........  All Classes of Certificates  other than the
                                   Physical Certificates.

ERISA-Restricted                   Certificates.... Class A-R, Class A-RL, Class
                                   P and Class X Certificates.

LIBOR Certificates...............  Class A-1,  Class A-2A,  Class A-2B,  Class
                                   A-4 and Class M-9A Certificates.

Notional Amount Certificates.....  Class  X-1   Certificates   and  Class  X-S
                                   Certificates.

Class A Certificates.............  Class A-1,  Class A-2A,  Class A-2B,  Class
                                   A-3, Class A-4, Class A-R and Class A-RL
                                   Certificates.

Class B Certificates.............  Class  B-1   Certificates   and  Class  B-2
                                   Certificates

Class M Certificates.............  Class  M-1,  Class M-2,  Class  M-3,  Class
                                   M-4, Class M-5, Class M-6, Class M-7, Class
                                   M-8, Class M-9A and Class M-9F Certificates.

Offered Certificates.............  All  Classes of  Certificates  (other  than
                                   the  Class  B,  Class  P  Certificates  and
                                   Class X Certificates).

Physical Certificates............  Class  A-R,  Class  A-RL,  Class P, Class B
                                   and Class X Certificates.

Private Certificates.............  Class B, Class P and Class X Certificates.

Rating Agencies..................  S&P, Fitch and Moody's.

Regular Certificates.............  All Classes of Certificates  other than the
                                   Class A-R, Class A-RL and Class X-2
                                   Certificates.

Residual Certificates............  Class  A-R   Certificates  and  Class  A-RL
                                   Certificates.

Senior Certificates..............  Class A-1,  Class A-2A,  Class A-2B,  Class
                                   A-3, Class A-4, Class P, Class A-R and Class
                                   A-RL Certificates.

Subordinate                        Certificates......... Class M-1, Class M-2,
                                   Class M-3, Class M-4, Class M-5, Class M-6,
                                   Class M-7, Class M-8, Class M-9A, Class M-9F,
                                   Class B-1, Class B-2 and Class X-1
                                   Certificates.

Minimum Denominations............  Class A-1,  Class A-2A,  Class A-2B,  Class
                                   A-3,  Class  A-4,  Class  M-1,  Class  M-2,
                                   Class  M-3,  Class M-4,  Class  M-5,  Class
                                   M-6,  Class  M-7,  Class M-8,  Class  M-9A,
                                   Class   M-9F,   Class  B-1  and  Class  B-2
                                   Certificates:  $25,000 and  multiples of $1
                                   in excess thereof.

                                   Class   A-R,   Class   A-RL  and   Class  P
                                   Certificates:    $100.    The   Class   X-1
                                   Certificates  will be  issued  as a  single
                                   Certificate  with a  Certificate  Principal
                                   Balance    of   $0.00.    The   Class   X-2
                                   Certificates  will be  issued  as a  single
                                   Certificate  and will not have a  principal
                                   balance.  The Class X-S  Certificates  will
                                   be issued as a single  Certificate  with an
                                   initial Notional Amount of $[____________].

<PAGE>
                                    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 following meanings:

            Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.

            Advance: The payment required to be made by a Servicer with respect
to any Distribution Date pursuant to Section 4.01.

            Aggregate Collateral Balance: As of any date of determination will
be equal to the Aggregate Loan Balance plus the amount, if any, then on deposit
in the Pre-Funding Account.

            Aggregate Loan Balance: As of any Distribution Date will be equal to
the aggregate of the Stated Principal Balances of the Mortgage Loans determined
as of the last day of the related Collection Period.

            Aggregate Subsequent Transfer Amount: With respect to any Subsequent
Transfer Date, the aggregate Stated Principal Balance as of the applicable
Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date, as listed on the revised Mortgage Loan Schedule delivered
pursuant to Section 2.01(b); PROVIDED, HOWEVER, that such amount shall not
exceed the amount on deposit in the Pre-Funding Account.

            Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

            Ancillary Income: All income derived from the Mortgage Loans, other
than Servicing Fees and Prepayment Charges, including but not limited to, late
charges, fees received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional insurance
administrative fees and all other incidental fees and charges.

            Applied Loss Amount: As to any Distribution Date, an amount equal to
the excess, if any of (i) the aggregate Class Principal Balance of the
Certificates after giving effect to all Realized Losses incurred with respect to
the Mortgage Loans during the Due Period for such Distribution Date and payments
of principal on such Distribution Date and any amounts on deposit in the Reserve
Account over (ii) the Aggregate Collateral Balance for such Distribution Date.

            Appraised Value: The amount set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

            Assignment Agreement: An assignment agreement between DLJ Mortgage
Capital, Inc. as Seller and the Depositor, whereby the Mortgage Loans are
transferred and limited representations and warranties relating to the Mortgage
Loans are made.

            Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (except for the omission of
the name of the assignee if such Mortgage is endorsed in blank), sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the transfer of the Mortgage to the Trustee for the benefit
of the Certificateholders.

            Auction Purchaser: As defined in Section 9.01.

            Auction Date: As defined in Section 9.01.

            Available Funds: With respect to any Distribution Date (A) the sum
of (i) all Scheduled Payments (net of the related Expense Fees (other than the
Excess Servicing Fee)) due on the Due Date in the month in which such
Distribution Date occurs and received prior to the related Determination Date,
together with any Advances in respect thereof required pursuant to Section 4.01;
(ii) all Insurance Proceeds, Liquidation Proceeds and Net Recoveries received
during the month preceding the month of such Distribution Date; (iii) all
Curtailments and Payoffs received during the Prepayment Period applicable to
such Distribution Date (excluding Prepayment Charges); (iv) amounts received
with respect to such Distribution Date as the Substitution Adjustment Amount or
Repurchase Price; (v) Compensating Interest Payments for such Distribution Date;
(vi) with respect to the Distribution Date in [___________], the amount
remaining in the Pre-Funding Account at the end of the Pre-Funding Period; and
(vii) amounts withdrawn from the Reserve Account and added to the Principal
Remittance Amount for such Distribution Date minus (B) as to clauses (A)(i)
through (iv) above, reduced by amounts in reimbursement for Advances previously
made and other amounts as to which the Servicers are entitled to be reimbursed
pursuant to Section 3.08.

            Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended.

            Book-Entry Certificates: As specified in the Preliminary Statement.

            Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in the City of New York, New York, or the
city in which the Corporate Trust Office of the Trustee, or the states in which
any Servicer's servicing operations are located, or savings and loan
institutions in the States of Illinois, Texas, Oregon, California or Florida is
located are authorized or obligated by law or executive order to be closed.

            Capitalized Interest Account: The separate Eligible Account
designated as such and created and maintained by the Trustee pursuant to Section
3.05(g) hereof. The Capitalized Interest Account shall be treated as an "outside
reserve fund" under applicable Treasury regulations and shall not be part of any
REMIC. Except as provided in Section 3.05(g) hereof, any investment earnings on
the Capitalized Interest Account shall be treated as owned by the Depositor and
will be taxable to the Depositor.

            Capitalized Interest Deposit: $[__________].

            Capitalized Interest Requirement: With respect to the [__________]
Distribution Date, an amount equal to interest accruing during the related
Interest Accrual Period for the LIBOR Certificates at a per annum rate equal to
(x) the weighted average Pass-Through Rate of the Offered Certificates and the
Class B Certificates multiplied by (y) the Pre-Funded Amount outstanding at the
end of the related Due Period. With respect to the [__________] Distribution
Date, an amount equal to interest accruing during the related Interest Accrual
Period for the LIBOR Certificates at a per annum rate equal to (x) the weighted
average Pass-Through Rate of the Offered Certificates and the Class B
Certificates for such Distribution Date multiplied by (y) the sum of (c) the
Pre-Funded Amount at the end of the related Due Period and (d) the aggregate
Stated Principal Balance of the Subsequent Mortgage Loans that do not have a
first Due Date prior to [__________], transferred to the Trust during the
related Due Period. With respect to the [__________] Distribution Date, an
amount equal to interest accruing during the related Interest Accrual Period for
the LIBOR Certificates at a per annum rate equal to (x) the weighted average
Pass-Through Rate of the Offered Certificates and the Class B Certificates for
such Distribution Date multiplied by (y) the sum of (c) the Pre-Funded Amount at
the end of the related Due Period and (d) the aggregate Stated Principal Balance
of the related Subsequent Mortgage Loans that do not have a first Due Date prior
to [__________], transferred to the Trust during the related Due Period.

            Carryforward Interest: For any Class of Certificates and any
Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of
(A) Current Interest for such Class for the immediately preceding Distribution
Date and (B) any unpaid Carryforward Interest from previous Distribution Dates
exceeds (y) the amount paid in respect of interest on such Class on such
immediately preceding Distribution Date, and (2) interest on such amount for the
related Interest Accrual Period at the applicable Pass-Through Rate.

            Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.

            Certificates: As specified in the Preliminary Statement.

            Certificate Account: The separate Eligible Account created and
maintained with the Trustee, or any other bank or trust company acceptable to
the Rating Agencies which is incorporated under the laws of the United States or
any state thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Trustee on behalf of the Certificateholders or any
other account serving a similar function acceptable to the Rating Agencies.
Funds in the Certificate Account may (i) be held uninvested without liability
for interest or compensation thereon or (ii) be invested at the direction of the
Trustee in Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trustee. Funds deposited in the
Certificate Account (exclusive of the Trustee Fee and other amounts permitted to
be withdrawn pursuant to Section 3.08) shall be held in trust for the
Certificateholders.

            Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Subordinate Certificates, all other reductions in Certificate Balance previously
allocated thereto pursuant to Section 4.05.

            Certificate Margin: As to each Class of LIBOR Certificates, the
applicable amount set forth below:

                       CLASS            CERTIFICATE MARGIN
                   -------------    ---------------------------
                                         (1)            (2)
                        A-1         [__________]%    [_______]%
                        A-2A        [__________]%    [_______]%
                        A-2B        [__________]%    [_______]%
                        A-4         [__________]%    [_______]%
                        M-9A        [__________]%    [_______]%
-----------------
      (1)   On or prior to the Optional Termination Date.

      (2)   After the Optional Termination Date.

            Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.

            Certificate Register: The register maintained pursuant to Section
5.02.

            Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Depositor or any affiliate of the Depositor shall be deemed not
to be Outstanding and the Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite amount of Percentage
Interests necessary to effect such consent has been obtained; provided, however,
that if any such Person (including the Depositor) owns 100% of the Percentage
Interests evidenced by a Class of Certificates, such Certificates shall be
deemed to be Outstanding for purposes of any provision hereof that requires the
consent of the Holders of Certificates of a particular Class as a condition to
the taking of any action hereunder. The Trustee is entitled to rely conclusively
on a certification of the Depositor or any affiliate of the Depositor in
determining which Certificates are registered in the name of an affiliate of the
Depositor.

            Charged Off Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that is (x) not an [________] Covered Loan or (y) for which
coverage under the Credit Insurance Policy is no longer available, that has not
yet been liquidated, giving rise to a Realized Loss, on the date on which the
related Servicer determines, pursuant to the procedures set forth in Section
3.11, that there will be (i) no Significant Net Recoveries with respect to such
Mortgage Loan or (ii) the potential Net Recoveries are anticipated to be an
amount, determined by the related Servicer in its good faith judgment and in
light of other mitigating circumstances, that is insufficient to warrant
proceeding through foreclosure or other liquidation of the related Mortgaged
Property.

            Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

            Class A-R Certificates: The Class A-R Certificates represents
beneficial ownership of the Class R-2 Interest and Class R-3 Interest.

            Class A-RL Certificates: The sole class of residual interests in
REMIC 1.

            Class A-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class A-2A Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class A-2B Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class A-3 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class A-4 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class A-R Pass-Through Rate: With respect to the Distribution Date
in [__________],[__________] or [__________], a per annum rate equal to the
Initial Mortgage Loan Net WAC Rate, and with respect to any Distribution Date
thereafter, a per annum rate equal to the Net Funds Cap.

            Class A-RL Pass-Through Rate: With respect to the Distribution Date
in [__________],[__________] or [__________], a per annum rate equal to the
Initial Mortgage Loan Net WAC Rate, and with respect to any Distribution Date
thereafter, a per annum rate equal to the Net Funds Cap.

            Class B-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class B-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9A and Class M-9F Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal Balance of the
Class B-1 Certificates immediately prior to such Distribution Date exceeds (y)
the lesser of (A) the product of (i) [__________]% and (ii) the Aggregate
Collateral Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class B-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class B-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9A, Class M-9F and Class B-1 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class B-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R and Class A-RL Certificates
after giving effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) [__________]%
and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of
the Cut-off Date.

            Class M-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class A-1, Class A-2A, Class A-2B, Class A-3, Class
A-4, Class P, Class A-R, Class A-RL and Class M-1 Certificates after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-3 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-3 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1 and
Class M-2 Certificates after giving effect to payments on such Distribution Date
and (ii) the Class Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i)
[__________]% and (ii) the Aggregate Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral
Balance as of the Cut-off Date.

            Class M-4 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-4 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2 and Class M-3 Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) [__________]% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-5 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-5 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates after giving effect to payments
on such Distribution Date and (ii) the Class Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) [__________]% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-6 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-6 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5 Certificates after giving effect
to payments on such Distribution Date and (ii) the Class Principal Balance of
the Class M-6 Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) [__________]% and (ii) the Aggregate
Collateral Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-7 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-7 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) [__________]% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-8 Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class M-8 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates
after giving effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) [__________]%
and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of
the Cut-off Date.

            Class M-9A Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of
[__________],[__________]% per annum. With respect to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class M-9 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class P, Class A-R, Class A-RL, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates after giving effect to payments on such Distribution Date and (ii)
the aggregate Class Principal Balance of the Class M-9A Certificates and Class
M-9F Certificates immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) [__________]% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.

            Class M-9F Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) [__________]% per annum and (ii) the Net Funds Cap, and (b) after the
Optional Termination Date, the lesser of (i) [__________]% per annum and (ii)
the Net Funds Cap.

            Class X-1 Distributable Amount: With respect to any Distribution
Date, the amount of interest accrued during the related Interest Accrual Period
at the related Pass-Through Rate on the Class X-1 Notional Amount for such
Distribution Date.

            Class X-1 Notional Amount: Immediately prior to any Distribution
Date, with respect to the Class X-1 Certificates, an amount equal to the
aggregate of the Uncertificated Principal Balances of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interests MTI-P and MTI-R).

            Class X-S Notional Amount: Immediately prior to any Distribution
Date, with respect to the Class X-S Certificates, an amount equal to the Stated
Principal Balance of the [______] Serviced Loans and [______]Serviced Loans as
of the Due Date in the month of such Distribution Date (prior to giving effect
to any Scheduled Payments due on such Mortgage Loans on such Due Date). For
federal income tax purposes, however, the Class X-S Notional Amount will equal
the Uncertificated Notional Amount of REMIC 2 Regular Interest MTI-S.

            Class P Pass-Through Rate: With respect to the Class P Certificates
and the Distribution Dates for [__________],[__________] and [__________] a per
annum rate equal to the Initial Mortgage Loan Net WAC Rate, and with respect to
any Distribution Date thereafter, a per annum rate equal to the Net Funds Cap.
For federal income tax purposes, however, with respect to any Distribution Date,
the Class P Certificates will be entitled to 100% of the interest accrued on
REMIC 2 Regular Interest MTI-P.

            Class Principal Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date plus, in the case of any Subordinate
Certificates, any increase in the Class Principal Balance of such Class pursuant
to Section 4.02(vii) due to the receipt of Net Recoveries.

            Class R-2 Interest: The sole class of residual interests in REMIC 2.

            Class R-3 Interest: The sole class of residual interests in REMIC 3.

            Closing Date: [__________].

            Code: The Internal Revenue Code of 1986, as the same may be amended
from time to time (or any successor statute thereto).

            Collection Accounts: The accounts established and maintained by a
Servicer in accordance with Section 3.05.

            Collection Period: With respect to any Distribution Date, the period
from the second day of the month immediately preceding such Distribution Date to
and including the first day of the month of such Distribution Date.

            Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and
as of any date of determination, the fraction (expressed as a percentage) the
numerator of which is the sum of (i) original principal balance of the related
Mortgage Loan at such date of determination and (ii) the unpaid principal
balance of the related First Mortgage Loan as of the date of origination of that
Mortgage Loan and the denominator of which is (a) with respect to a refinanced
Mortgage Loan, the Appraised Value of the related Mortgaged Property at
origination and (b) with respect to all other Mortgage Loans, the lesser of (i)
the Appraised Value of the related Mortgage Property at origination and (ii) the
purchase price of the related Mortgaged Property.

            Compensating Interest Payment: For any Distribution Date, an amount
to be paid by the applicable Servicer for such Distribution Date, equal to the
lesser of (i) the sum of (x) an amount equal to 0.25% per annum on the aggregate
Stated Principal Balance of the related Mortgage Loans otherwise payable to the
related Servicer on such Distribution Date (prior to giving effect to any
Scheduled Payments due on the Mortgage Loans on such Due Date) and (y) any
Prepayment Interest Excess payable to such Servicer for such Distribution Date
and (ii) the aggregate Prepayment Interest Shortfall for the Mortgage Loans
being serviced by the related Servicer relating to Principal Prepayments
received during the related Prepayment Period.

            Corporate Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at [__________], Attention:
[__________]: Home Equity Mortgage Trust-____-__.

            Corresponding Certificate: With respect to (i) REMIC 2 Regular
Interest MTI-P, (ii) REMIC 2 Regular Interest MTI-R, (iii) REMIC 2 Regular
Interest MTI-A-1, (iv) REMIC 2 Regular Interest MTI-A-2A, (v) REMIC 2 Regular
Interest MTI-A-2B, (vi) REMIC 2 Regular Interest MTI-A-3, (vii) REMIC 2 Regular
Interest MTI-A-4, (viii) REMIC 2 Regular Interest MTI-M-1, (ix) REMIC 2 Regular
Interest MTI-M-2, (x) REMIC 2 Regular Interest MTI-M-3, (xi) REMIC 2 Regular
Interest MTI-M-4, (xii) REMIC 2 Regular Interest MTI-M-5, (xiii) REMIC 2 Regular
Interest MTI-M-6, (xiv) REMIC 2 Regular Interest MTI-M-7, (xv) REMIC 2 Regular
Interest MTI-M-8, (xvi) REMIC 2 Regular Interest MTI-M-9F, (xvii) REMIC 2
Regular Interest MTI-M-9A, (xviii) REMIC 2 Regular Interest MTI-B-1, (xix) REMIC
2 Regular Interest MTI-B-2 and (xx) REMIC 2 Regular Interest MTI-S, the (i)
Class P Certificates, (ii) Class A-R Certificates, (iii) Class A-1 Certificates,
(iv) Class A-2A Certificates, (v) Class A-2B Certificates, (vi) Class A-3
Certificates, (vii) Class A-4 Certificates, (viii) Class M-1 Certificates, (ix)
Class M-2 Certificates, (x) Class M-3 Certificates, (xi) Class M-4 Certificates,
(xii) Class M-5 Certificates, (xiii) Class M-6 Certificates, (xiv) Class M-7
Certificates, (xv) Class M-8 Certificates, (xvi) Class M-9F Certificates, (xvii)
Class M-9A Certificates, (xviii) Class B-1 Certificates, (xix) Class B-2
Certificates and (xx) Class X-S Certificates, respectively.

            Corresponding Uncertificated Interest: With respect to (a)(i) REMIC
1 Regular Interest LTI-P and (ii) REMIC 1 Regular Interest LTI-R, (b)(i) REMIC 2
Regular Interest MTI-P and (ii) REMIC 2 Regular Interest MTI-R, respectively.

            Credit Insurance Policy: The credit insurance policy provided by the
Credit Insurance Provider with respect to the [________] Covered Loans having an
initial amount of coverage equal to $[__________], and including any and all
related endorsements, copies of which are attached hereto as Exhibit BB-1, or
any replacement obtained by [________] pursuant to Section 3.23 hereof.

            Credit Insurance Provider: [_________________], or any successor
thereto or the named insurer in any replacement policy obtained by the Servicer
pursuant to Section 3.23 hereof.

            Credit Insurance Provider Fee: The amount payable to the Credit
Insurance Provider in order to obtain coverage provided under the Credit
Insurance Policy, such amount being, as to each [________] Covered Loan and any
Distribution Date, an amount equal to one-twelfth of the related Credit
Insurance Provider Fee Rate on the Net Proceeds (as defined in the Credit
Insurance Policy) of the [________] Covered Loan.

            Credit Insurance Provider Fee Rate: [__________]% per annum.

            Credit Risk Manager: [_____________], a [___________].

            Credit Risk Management Agreement: Any of the agreements between
[______][______],[______]and the Credit Risk Manager dated as of [______].

            Credit Risk Manager Fee: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Credit Risk
Manager Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the
Due Date in the month of such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date).

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

            Credit Suisse: Credit Suisse Securities (USA) LLC, a Delaware
limited liability company, and its successors and assigns.

            Cumulative Loss Event: For any Distribution Date, a Cumulative Loss
Event is occurring if Cumulative Net Realized Losses on the Mortgage Loans, plus
the amount by which the total available coverage under the Credit Insurance
Policy has been reduced as of such date, equal or exceed the percentage of the
Aggregate Collateral Balance as of the Cut-off Date for that Distribution Date
as specified below:


      DISTRIBUTION DATE           PERCENTAGE OF AGGREGATE COLLATERAL BALANCE
-----------------------------  -------------------------------------------------
[__________] - [__________]..                       N.A.
[__________] - [__________]..    [___]% for the first month, plus an additional
                                 1/12th of [___]% for each month thereafter

[__________] - [__________]      [___]% for the first month, plus
                                 an additional 1/12th of [___]% for each month
                                 thereafter
[__________] - [__________]      [___]% for the first month, plus
                                 an additional 1/12th of [___]% for each month
                                 thereafter
[__________] and thereafter                       [____]%

            Cumulative Net Realized Losses: As to any date of determination the
aggregate amount of Realized Losses as reduced by any Net Recoveries received on
Charged Off Loans.

            Current Interest: For any Class of Certificates and Distribution
Date, the amount of interest accruing at the applicable Pass-Through Rate on the
related Class Principal Balance, or Notional Amount, as applicable, of such
Class during the related Interest Accrual Period; provided, that if and to the
extent that on any Distribution Date the Interest Remittance Amount is less than
the aggregate distributions required pursuant to Section 4.02(b)(i)A-M without
regard to this proviso, then the Current Interest on each such Class will be
reduced, on a pro rata basis in proportion to the amount of Current Interest for
each Class without regard to this proviso, by the lesser of (i) the amount of
the deficiency described above in this proviso and (ii) the related Interest
Shortfall for such Distribution Date.

            Curtailment: Any payment of principal on a Mortgage Loan, made by or
on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid
Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated
Principal Balance of the Mortgage Loan.

            Custodial Agreement: The agreement, among the Trustee, the related
Custodian and the Depositor providing for the safekeeping of any documents or
instruments referred to in Section 2.01 on behalf of the Certificateholders,
attached hereto as Exhibit R-1 or Exhibit R-2, as applicable.

            Custodian: Either of (i) [________________], a national banking
association or (ii) [_________________], a national banking association, or any
successor custodian appointed pursuant to the terms of the related Custodial
Agreement. Each Custodian so appointed shall act as agent on behalf of the
Trustee, and shall be compensated by the Depositor. The Trustee shall remain at
all times responsible under the terms of this Agreement, notwithstanding the
fact that certain duties have been assigned to a Custodian.

            Cut-off Date: For any Mortgage Loan, other than a Subsequent
Mortgage Loan, [__________]. For any Subsequent Mortgage Loan, the applicable
Subsequent Transfer Date.

            Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.

            Defective Mortgage Loan: Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.

            Deferred Amount: For any Class of Class M Certificates or Class B
Certificates and any Distribution Date, will equal the amount by which (x) the
aggregate of the Applied Loss Amounts previously applied in reduction of the
Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of
amounts previously paid in reimbursement thereof and (ii) the amount of the
increase in the related Class Principal Balance due to the receipt of Net
Recoveries as provided in Section 4.02(vii).

            Definitive Certificates: Any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section 5.02(e).

            Deleted Mortgage Loan: As defined in Section 2.03.

            Delinquency Rate: For any month, a fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 60 or more days delinquent (including all
foreclosures and REO Properties) as of the close of business on the last day of
such month, and the denominator of which is the Aggregate Collateral Balance as
of the close of business on the last day of such month.

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or
the "Initial Notional Amount of this Certificate" or, if neither of the
foregoing, the Percentage Interest appearing on the face thereof.

            Depositor: Credit Suisse First Boston Mortgage Acceptance Corp., a
Delaware corporation, or its successor in interest.

            Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of
the State of New York.

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

            Determination Date: As to any Distribution Date, the second Business
Day immediately following the 15th day of the month of such Distribution Date.

            Distribution Date: The 25th day of each month or if such day is not
a Business Day, the first Business Day thereafter, commencing in [__________].

            DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its
successors and assigns.

            Due Date: With respect to any Distribution Date and any Mortgage
Loan, the day during the related Due Period on which the Scheduled Payment is
due.

            Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.

            Eligible Account: Either (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company acceptable
to the Rating Agencies or (ii) an account or accounts the deposits in which are
insured by the FDIC to the limits established by such corporation, provided that
any such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or other short
term debt obligations (or, in the case of a depository institution or trust
company which is the principal subsidiary of a holding company, the commercial
paper or other short term debt obligations of such holding company) have been
rated by Moody's and Fitch in its highest short-term rating category and by S&P
at least "A-1+", or (iii) a segregated trust account or accounts (which shall be
a "special deposit account") maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.

            Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:

            (i) direct obligations of, and obligations fully guaranteed by, the
      United States of America, or any agency or instrumentality of the United
      States of America the obligations of which are backed by the full faith
      and credit of the United States of America; or obligations fully
      guaranteed by, the United States of America; Freddie Mac, Fannie Mae, the
      Federal Home Loan Banks or any agency or instrumentality of the United
      States of America rated AA or higher by the Rating Agencies;

            (ii) federal funds, demand and time deposits in, certificates of
      deposits of, or bankers' acceptances issued by, any depository institution
      or trust company incorporated or organized under the laws of the United
      States of America or any state thereof and subject to supervision and
      examination by federal and/or state banking authorities, so long as at the
      time of such investment or contractual commitment providing for such
      investment the commercial paper or other short-term debt obligations of
      such depository institution or trust company (or, in the case of a
      depository institution or trust company which is the principal subsidiary
      of a holding company, the commercial paper or other short-term debt
      obligations of such holding company) are rated in one of two of the
      highest ratings by each of the Rating Agencies, and the long-term debt
      obligations of such depository institution or trust company (or, in the
      case of a depository institution or trust company which is the principal
      subsidiary of a holding company, the long-term debt obligations of such
      holding company) are rated in one of two of the highest ratings, by each
      of the Rating Agencies;

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

            (iv) securities bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof which has a long-term unsecured debt rating in the
      highest available rating category of each of the Rating Agencies at the
      time of such investment;

            (v) commercial paper having an original maturity of less than 365
      days and issued by an institution having a short-term unsecured debt
      rating in the highest available rating category of each Rating Agency that
      rates such securities at the time of such investment;

            (vi) a guaranteed investment contract approved by each of the Rating
      Agencies and issued by an insurance company or other corporation having a
      long-term unsecured debt rating in the highest available rating category
      of each of the Rating Agencies at the time of such investment;

            (vii) which may be 12b-1 funds as contemplated under the rules
      promulgated by the Securities and Exchange Commission under the Investment
      Company Act of 1940) having ratings in the highest available rating
      category of Moody's and Fitch and or "AAAm" or "AAAm-G" by S&P at the time
      of such investment (any such money market funds which provide for demand
      withdrawals being conclusively deemed to satisfy any maturity requirements
      for Eligible Investments set forth herein) including money market funds of
      a Servicer or the Trustee and any such funds that are managed by a
      Servicer or the Trustee or their respective Affiliates or for a Servicer
      or the Trustee or any Affiliate of either acts as advisor, as long as such
      money market funds satisfy the criteria of this subparagraph (vii); and

            (viii) such other investments the investment in which will not, as
      evidenced by a letter from each of the Rating Agencies, result in the
      downgrading or withdrawal of the Ratings of the Certificates.

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the 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 provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.

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

            ERISA-Restricted Certificates: As specified in the Preliminary
Statement.

            Escrow Account: The separate account or accounts created and
maintained by each Servicer pursuant to Section 3.06.

            Escrow Mortgage Loan: Any Mortgage Loan for which the related
Servicer has established an Escrow Account for items constituting Escrow
Payments.

            Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, mortgage insurance premiums, fire and hazard
insurance premiums, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any
other related document.

            Event of Default: As defined in Section 7.01.

            Excess Cashflow Loss Payment: As defined in Section 4.02(b)(iv)(A).

            Excess Servicing Fee: With respect to each Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Excess
Servicing Fee Rate on the Class X-S Notional Amount for such Distribution Date.

            Excess Servicing Fee Rate: With respect to the [______] Serviced
Loans, the excess, if any, of 0.50% over the "[______]Servicing Fee Rate" as
defined in the [______]Letter Agreement. With respect to the [______]Serviced
Loans, the excess, if any, of 0.50% over the "[______]Servicing Fee Rate" as
defined in the [______]Letter Agreement.

            Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee, the Credit
Insurance Provider Fee (if applicable) and the Trustee Fee.

            Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, the Excess Servicing Fee Rate, if applicable, the Credit
Risk Manager Fee Rate , the Credit Insurance Provider Fee (if applicable) and
the Trustee Fee Rate.

            Fair Market Value: The fair market value of all of the property of
the Trust, as agreed upon between the Terminating Entity and a majority of the
Holders of the Class A-RL Certificates; provided, however, that if the
Terminating Entity and a majority of the Holders of the Class A-RL Certificates
do not agree upon the fair market value of all the property of the Trust, the
Terminating Entity shall solicit, or cause the solicitation of, good faith bids
for all of the property of the Trust until it has received three bids from
institutions that are regular purchasers and/or sellers in the secondary market
of residential whole mortgage loans similar to the Mortgage Loans, and the Fair
Market Value shall be equal to the highest of such three bids.

            Fannie Mae: Fannie Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.

            Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.

            FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

            FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989.

            First Mortgage Loan: A Mortgage Loan that is secured by a first lien
on the Mortgaged Property securing the related Mortgage Note.

            Fitch: Fitch, Inc., or any successor thereto.

            Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or more
days delinquent as of the Closing Date, unless such Mortgage Loan has become
current for three consecutive Scheduled Payments after the Closing Date.

            Freddie Mac: Freddie Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.

            Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with a Class Principal Balance greater
than zero, with the highest priority for payments pursuant to Section 4.02, in
the following order of decreasing priority: Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A and Class
M-9F, Class B-1 and Class B-2 Certificates.

            [________]: [________] Bank, F.S.B., a federal savings bank.

            [________] Serviced Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule.

            Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.

            Initial Mortgage Loan Net WAC Rate: A per annum rate equal to the
weighted average of the Net Mortgage Rates of the Initial Mortgage Loans.

            Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.

            Insurance Proceeds: Proceeds due under the Credit Insurance Policy,
and proceeds paid under any other Insurance Policy covering a Mortgage Loan to
the extent the proceeds are not (i) applied to the restoration of the related
Mortgaged Property, (ii) applied to the satisfaction of any related First
Mortgage Loan or (iii) released to the Mortgagor in accordance with the
procedures that the Servicer would follow in servicing mortgage loans held for
its own account.

            Interest Accrual Period: With respect to each Distribution Date, (i)
with respect to the Class A-1, Class A-2A, Class A-2B, Class A-4 and Class M-9A
Certificates, the period commencing on the immediately preceding Distribution
Date (or the Closing Date, in the case of the first Distribution Date) and
ending on the day immediately preceding the related Distribution Date, and (ii)
with respect to the Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-6, Class M-7, Class M-8, Class M-9F, Class B-1, Class B-2, Class A-R, Class
A-RL, Class P, Class X-1 and Class X-S Certificates, the calendar month prior to
the month of such Distribution Date.

            Interest Remittance Amount: For any Distribution Date, an amount
equal to (1) all interest collected (other than Payaheads, if applicable) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period, the interest portion of Payaheads previously received and
intended for application in the related Due Period and the interest portion of
all Payoffs and Curtailments received on the Mortgage Loans during the related
Prepayment Period, less (x) the Expense Fee (other than the Excess Servicing
Fee) with respect to such Mortgage Loans and (y) unreimbursed Advances and other
amounts due to a Servicer or the Trustee with respect to such Mortgage Loans, to
the extent allocable to interest, (2) all Compensating Interest Payments paid by
each Servicer with respect to the Mortgage Loans it is servicing and such
Distribution Date, (3) the portion of any Substitution Adjustment Amount or
Repurchase Price paid with respect to such Mortgage Loans during the calendar
month immediately preceding the Distribution Date allocable to interest, (4) all
Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and other
recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to
the extent allocable to interest, and unpaid Servicing Fees) collected with
respect to the Mortgage Loans during the prior calendar month, to the extent
allocable to interest and (5) any amounts withdrawn from the Capitalized
Interest Account to pay interest on the Certificates with respect to such
Distribution Date.

            Interest Shortfall: For any Distribution Date, the aggregate
shortfall, if any, in collections of interest for the previous month (adjusted
to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Principal
Prepayments received during the related Prepayment Period to the extent not
covered by Compensating Interest, (b) payments received under the Credit
Insurance Policy during the related Prepayment Period and (c) Relief Act
Reductions.

            Last Scheduled Distribution Date: With respect to each Class of
Certificates, the Distribution Date in [__________].

            Latest Possible Maturity Date: For purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" of
all interests created in REMIC 1, REMIC 2 and REMIC 3 shall be [__________].

            LIBOR: For any Interest Accrual Period other than the first Interest
Accrual Period, the rate for United States dollar deposits for one month which
appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London,
England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period. With respect to the first Interest Accrual Period, the
rate for United States dollar deposits for one month which appears on the Dow
Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two
LIBOR Business Days prior to the Closing Date. If such rate does not appear on
such page (or such other page as may replace that page on that service, or if
such service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be reasonably selected by the Trustee), the rate will be
the Reference Bank Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, LIBOR will be the LIBOR applicable to the Interest
Accrual Period preceding the next applicable Distribution Date.

            LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or in the city
of London, England are required or authorized by law to be closed.

            LIBOR Certificates: The Class A-1, Class A-2A, Class A-2B, Class A-4
and Class M-9A Certificates.

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated or for
which payments under the related private mortgage insurance policy, hazard
insurance policy or any condemnation proceeds were received, in the calendar
month preceding the month of such Distribution Date and as to which the related
Servicer has determined (in accordance with this Agreement) that it has received
all amounts it expects to receive in connection with the liquidation of such
Mortgage Loan, including the final disposition of the related REO Property.

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or similar
disposition or amounts received in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received in connection
with an REO Property, in each case, which, for the avoidance of doubt, is
remaining after, or not otherwise required to be applied to, the satisfaction of
any related First Mortgage Loan, less the sum of related unreimbursed Expense
Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.

            Majority in Interest: As to any Class of Regular Certificates or the
Class X-2 Certificates, the Holders of Certificates of such Class evidencing, in
the aggregate, at least 51% of the Percentage Interests evidenced by all
Certificates of such Class.

            Majority Servicer: The Servicer servicing the largest percentage by
Stated Principal Balance of outstanding Mortgage Loans on the Optional
Termination Date; provided, however, that if such Servicer does not exercise its
right to purchase the Mortgage Loans under Section 9.01, each other Servicer, in
sequential order from the Servicer servicing the second largest percentage, the
third largest percentage, and so forth, to the Servicer servicing the smallest
percentage, in each case by Stated Principal Balance of outstanding Mortgage
Loans on the Optional Termination Date, shall be the Majority Servicer.

            Marker Rate: With respect to the Class X-1 Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests
MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3,
MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9F, MTI-M-9A, MTI-B-1,
MTI-B-2 and MTI-ZZ, with the rates on the REMIC 2 Regular Interests MTI-A-1,
MTI-A-2A, MTI-A-2B, MTI-A-4 and MTI-M-9A, subject to a cap, for the purpose of
this calculation, equal to the lesser of (A) LIBOR plus the Certificate Margin
for the Corresponding Certificate and (B) the REMIC 2 Net WAC Rate, with the
rate on the REMIC 2 Regular Interest MTI-A-3 subject to a cap, for purposes of
this calculation, equal to the lesser of (A) [__________]% per annum on or prior
to the Optional Termination Date and [__________]% per annum after the Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2
Regular Interest MTI-M-1 subject to a cap, for purposes of this calculation,
equal to the lesser of (A) [__________]% per annum on or prior to the Optional
Termination Date and [__________]% per annum after the Optional Termination Date
and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular Interest
MTI-M-2 subject to a cap, for purposes of this calculation, equal to the lesser
of (A) [__________]% per annum on or prior to the Optional Termination Date and
[__________]% per annum after the Optional Termination Date and (B) the REMIC 2
Net WAC Rate, with the rate on the REMIC 2 Regular Interest MTI-M-3 subject to a
cap, for purposes of this calculation, equal to the lesser of (A) [__________]%
per annum on or prior to the Optional Termination Date and [__________]% per
annum after the Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with
the rate on the REMIC 2 Regular Interest MTI-M-4 subject to a cap, for purposes
of this calculation, equal to the lesser of (A) [__________]% per annum on or
prior to the Optional Termination Date and [__________]% per annum after the
Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on the
REMIC 2 Regular Interest MTI-M-5 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) [__________]% per annum on or prior to
the Optional Termination Date and [__________]% per annum after the Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2
Regular Interest MTI-M-6 subject to a cap, for purposes of this calculation,
equal to the lesser of (A) [__________]% per annum on or prior to the Optional
Termination Date and [__________]% per annum after the Optional Termination Date
and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular Interest
MTI-M-7 subject to a cap, for purposes of this calculation, equal to the lesser
of (A) [__________]% per annum on or prior to the Optional Termination Date and
[__________]% per annum after the Optional Termination Date and (B) the REMIC 2
Net WAC Rate, with the rate on the REMIC 2 Regular Interest MTI-M-8 subject to a
cap, for purposes of this calculation, equal to the lesser of (A) [__________]%
per annum on or prior to the Optional Termination Date and [__________]% per
annum after the Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with
the rate on the REMIC 2 Regular Interest MTI-M-9F subject to a cap, for purposes
of this calculation, equal to the lesser of (A) [__________]% per annum on or
prior to the Optional Termination Date and [__________]% per annum after the
Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on the
REMIC 2 Regular Interest MTI-B-1 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) [__________]% per annum on or prior to
the Optional Termination Date and [__________]% per annum after the Optional
Termination Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2
Regular Interest MTI-B-2 subject to a cap, for purposes of this calculation,
equal to the lesser of (A) [__________]% per annum on or prior to the Optional
Termination Date and [__________]% per annum after the Optional Termination Date
and (B) the REMIC 2 Net WAC Rate and with the rate on the REMIC 2 Regular
Interest MTI-ZZ subject to a cap, for the purpose of this calculation, equal to
zero.

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

            MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the
MERS System.

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

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

            MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

            Monthly Excess Cashflow: For any Distribution Date, an amount equal
to the sum of (1) the Monthly Excess Interest and (2) the Overcollateralization
Release Amount, if any, for such date.

            Monthly Excess Interest: As to any Distribution Date, the sum of (A)
the Interest Remittance Amount remaining after the application of payments
pursuant to clauses A. through M. of Section 4.02(b)(i) plus (B) the Principal
Payment Amount remaining after the application of payments pursuant to clauses
A. through N. of Section 4.02(b)(ii) or (iii).

            Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.

            Moody's: Moody's Investors Service, Inc., or any successor thereto.
For purposes of Section 10.05(b) the address for notices to Moody's shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Pass-Through Monitoring, or such other address as Moody's
may hereafter furnish to the Depositor, the Servicers and the Trustee.

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

            Mortgage File: The Mortgage documents listed in Section 2.01(b)
hereof pertaining to a particular Initial Mortgage Loan or Subsequent Mortgage
Loan and any additional documents delivered to the Trustee to be added to the
Mortgage File pursuant to this Agreement.

            Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to the provisions hereof as from time to time are held
as a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.

            Mortgage Loan Purchase Price: The price, calculated as set forth in
Section 9.01, to be paid in connection with the purchase of the Trust Collateral
by the Auction Purchaser.

            Mortgage Loan Schedule: The Mortgage Loan Schedule which will list
the Mortgage Loans (as from time to time amended by the Seller to reflect the
addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage
Loans pursuant to Section 2.01(f), 2.02 or 2.03) transferred to the Trustee as
part of the Trust Fund and from time to time subject to this Agreement, attached
hereto as Schedule I, setting forth the following information with respect to
each Mortgage Loan:

            (i) the Mortgage Loan identifying number;

            (ii) [reserved];

            (iii) the zip code of the Mortgaged Property;

            (iv) a code indicating the type of Mortgaged Property and the
      occupancy status.

            (v) the original months to maturity or the remaining months to
      maturity from the Cut-off Date, in any case based on the original
      amortization schedule and, if different, the maturity expressed in the
      same manner but based on the actual amortization schedule;

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

            (vii) the Mortgage Rate as of the Cut-off Date;

            (viii) the stated maturity date;

            (ix) the amount of the Scheduled Payment as of the Cut-off Date;

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

            (xi) the principal balance of the Mortgage Loan as of the close of
      business on the Cut-off Date, after deduction of payments of principal due
      on or before the Cut-off Date whether or not collected;

            (xii) a code indicating the purpose of the Mortgage Loan (i.e.,
      purchase, rate and term refinance, equity take-out refinance);

            (xiii) the Net Mortgage Rate as of the Cut-off Date;

            (xiv) the Originator of the related Mortgage Loan;

            (xv) the Servicing Fee Rate;

            (xvi) the related sub-servicer;

            (xvii) a code indicating whether a Mortgage Loan is subject to a
      Prepayment Charge;

            (xviii) the amount of the Prepayment Charge with respect to each
      Mortgage Loan and a code identifying whether such Prepayment Charge is
      related to a Curtailment or Payoff;

            (xix) whether such Mortgage Loan is a Balloon Loan;

            (xx) whether such Mortgage Loan is a [______] Serviced Loan, an
      [______]Serviced Loan or an [______]Serviced Loan;

            (xxi) a code indicating whether the Mortgage Loan is a MERS Mortgage
      Loan and, if so, its corresponding MIN; and

            (xxii) whether such Mortgage Loan is an [________] Covered Loan.

            With respect to the Mortgage Loans in the aggregate, each, the
Mortgage Loan Schedule shall set forth the following information, as of the
Cut-off Date:

            (i) the number of Mortgage Loans; and

            (ii) the current aggregate principal balance of the Mortgage Loans
      as of the close of business on the Cut-off Date, after deduction of
      payments of principal due on or before the Cut-off Date whether or not
      collected.

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

            Mortgage Rate: The annual fixed rate of interest borne by a Mortgage
Note.

            Mortgaged Property: The underlying real property securing a Mortgage
Loan.

            Mortgagor: The obligor(s) on a Mortgage Note.

            Net Excess Spread: With respect to any Distribution Date and Loan, a
fraction, expressed as a percentage, the numerator of which is equal to the
excess of (x) the aggregate Stated Principal Balance for such Distribution Date
of the Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of
such Mortgage Loans over (y) the Interest Remittance Amount for such
Distribution Date, and the denominator of which is an amount equal to the
aggregate Stated Principal Balance for such Distribution Date of the Mortgage
Loans, multiplied by the actual number of days elapsed in the related Interest
Accrual Period divided by 360.

            Net Funds Cap: As to any Distribution Date, will be a per annum rate
equal to (a) a fraction, expressed as a percentage, (a) the numerator of which
is (1) the amount of interest accrued on the Mortgage Loans for such date, minus
(2) the Expense Fee, and (b) the denominator of which is the product of (i) the
Aggregate Collateral Balance immediately preceding such Distribution Date (or as
of the Cut-off Date in the case of the first Distribution Date), multiplied by
(ii)(x) in the case of the Class A-3, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9F, Class B-1, Class
B-2, Class A-R, Class A-RL and Class P Certificates, 1/12 and (y) in the case of
the Class A-1, Class A-2A, Class A-2B and Class M-9A Certificates, the actual
number of days in the related Interest Accrual Period divided by 360. For
federal income tax purposes, however, as to any Distribution Date will be the
equivalent of the foregoing, expressed as a per annum rate equal to the weighted
average of the Uncertificated Pass-Through Rates on the REMIC 2 Regular
Interests (other than the REMIC 2 Regular Interest MTI-P and the REMIC 2 Regular
Interest MTI-R) multiplied by (in the case of the Class A-1, Class A-2A, Class
A-2B, Class A-4 and Class M-9A Certificates) 30 divided by the actual number of
days in the related Interest Accrual Period.

            Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

            Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls during
the Prepayment Period exceeds the Compensating Interest Payment for such
Distribution Date.

            Net Recovery: Any proceeds received by a Servicer on a delinquent or
Charged Off Loan (including any Liquidation Proceeds received on a Charged Off
Loan), net of any Servicing Fee, Ancillary Income and any other related
expenses.

            Nonrecoverable Advance: Any portion of an Advance or Servicing
Advance previously made or proposed to be made by the applicable Servicer that,
in the good faith judgment of the applicable Servicer, will not be ultimately
recoverable by the applicable Servicer from the related Mortgagor, related
Liquidation Proceeds or otherwise.

            Notional Amount: The Class X-1 Notional Amount or the Class X-S
Notional Amount, as applicable.

            Notional Amount Certificates: As specified in the Preliminary
Statement.

            [________]: [________], a Delaware limited liability company.

            [________] Letter Agreement: The securitization servicing side
letter agreement, dated as of [___________], between the Seller and [________],
as amended, supplemented or superseded from time to time.

            [________] Serviced Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule.

            [________] Special Servicing: With regard to any [________] Serviced
Loans that become Charged Off Loans, the servicing of such Charged Off Loans
using specialized collection procedures (including foreclosure, if appropriate)
to maximize recoveries.

            Offered Certificates: As specified in the Preliminary Statement.

            Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or
an Assistant Vice President or the Treasurer or the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of a Servicer, the Special
Servicer or the Depositor, and delivered to the Depositor or the Trustee, as the
case may be, as required by this Agreement.

            [________] Covered Loan: A Mortgage Loan for which coverage is
available under the Credit Insurance Policy, as indicated on the Mortgage Loan
Schedule.

            Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or a Servicer, including in-house counsel, reasonably
acceptable to the Trustee; provided, however, that with respect to the
interpretation or application of the REMIC Provisions, such counsel must (i) in
fact be independent of the Depositor and any Servicer, (ii) not have any
material direct financial interest in the Depositor or any Servicer or in any
affiliate of either, and (iii) not be connected with the Depositor or any
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

            Optional Termination: The termination of the trust created hereunder
in connection with the purchase of the Mortgage Loans pursuant to Section 9.01.

            Optional Termination Date: The first date on which the Optional
Termination may be exercised.

            Optional Termination Notice Date: As defined in Section 9.02.

            OTS: The Office of Thrift Supervision.

            Outsourcer: As defined in Section 3.02.

            Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except: (i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and (ii) Certificates in exchange for
which or in lieu of which other Certificates have been executed and delivered by
the Trustee pursuant to this Agreement.

            Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a
Payoff prior to such Due Date and which did not become a Liquidated Mortgage
Loan or Charged Off Loan prior to such Due Date.

            Overcollateralization Amount: For any Distribution Date, an amount
equal to the amount, if any, by which (x) the Aggregate Collateral Balance for
such Distribution Date exceeds (y) the aggregate Class Principal Balance of the
Certificates after giving effect to payments on such Distribution Date.

            Overcollateralization Release Amount: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Remittance Amount (without
regard to clause (6) of such definition) for such Distribution Date and (y) the
amount, if any, by which (1) the Overcollateralization Amount for such date,
calculated for this purpose on the basis of the assumption that 100% of the
aggregate of the Principal Remittance Amount and Excess Cashflow Loss Payment
for such date is applied on such date in reduction of the aggregate of the Class
Principal Balances of the Certificates (to an amount not less than zero),
exceeds (2) the Targeted Overcollateralization Amount for such date.

            Overfunded Interest Amount: With respect to any Subsequent Transfer
Date and the Subsequent Mortgage Loans, the excess of (A) the amount on deposit
in the Capitalized Interest Account on such date over (B) the excess of (i) the
amount of interest accruing at (x) the assumed weighted average Pass-Through
Rates of the Senior Certificates multiplied by (y) the Pre-Funding Amount
outstanding at the end of the related Due Period for the total number of days
remaining through the end of the Interest Accrual Periods ending (a)
[__________], (b) [__________] and (c) [__________] over (ii) one month of
investment earnings on the amount on deposit in the Capitalized Interest Account
on such date at an annual rate of [__________]%. The assumed weighted average
Pass-Through Rate of the Senior Certificates will be calculated assuming LIBOR
is [__________]% for any Subsequent Transfer Date for the Subsequent Mortgage
Loans prior to the [__________] Distribution Date, [__________]% for any
Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the
[__________] Distribution Date and [__________]% for any Subsequent Transfer
Date for the Subsequent Mortgage Loans prior to the [__________] Distribution
Date.

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

            Par Value: As defined in Section 9.01 hereof; provided that the "Par
Value" for any Auction Date shall also include the auction expenses of the
Trustee (which auction expenses shall not exceed $25,000).

            Pass-Through Rate: With respect to the Class A-1, Class A-2A, Class
A-2B, Class A-3, Class A-4, Class A-R, Class A-RL, Class P, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9A, Class M-9F, Class B-1 and Class B-2 Certificates, the Class A-1
Pass-Through Rate, Class A-2A Pass-Through Rate, Class A-2B Pass-Through Rate,
Class A-3 Pass-Through Rate, Class A-4 Pass-Through Rate, Class A-R Pass-Through
Rate, Class A-RL Pass-Through Rate, Class P Pass-Through Rate, Class M-1
Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate,
Class M-4 Pass-Through Rate, Class M-5 Pass-Through Rate, Class M-6 Pass-Through
Rate, Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate, Class M-9A
Pass-Through Rate, Class M-9F Pass-Through Rate, Class B-1 Pass-Through Rate and
Class B-2 Pass-Through Rate.

            With respect to the Class X-1 Certificates and any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (A)
through (S) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC 2 Regular
Interest MTI-A-2B, REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest
MTI-A-4, REMIC 2 Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2,
REMIC 2 Regular Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2
Regular Interest MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular
Interest MTI-M-7, REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest
MTI-M-9A, REMIC 2 Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1,
REMIC 2 Regular Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ. For
purposes of calculating the Pass-Through Rate for the Class X-1 Certificates,
the numerator is equal to the sum of the following components:

            (A) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-AA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-AA;

            (B) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-1;

            (C) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-2A minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-2A;

            (D) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-2B minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-2B;

            (E) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-3;

            (F) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-4;

            (G) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-1;

            (H) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-2;

            (I) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-3;

            (J) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-4;

            (K) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-5;

            (L) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-6;

            (M) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-7 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-7;

            (N) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-8 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-8;

            (O) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-9A minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-9A;

            (P) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-9F minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-9F;

            (Q) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-1;

            (R) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-2; and

            (S) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-ZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-ZZ.

            Payahead: Any Scheduled Payment intended by the related Mortgagor to
be applied in a Due Period subsequent to the Due Period in which such payment
was received.

            Payoff: Any payment of principal on a Mortgage Loan equal to the
entire outstanding Stated Principal Balance of such Mortgage Loan, if received
in advance of the last scheduled Due Date for such Mortgage Loan and accompanied
by an amount of interest equal to accrued unpaid interest on the Mortgage Loan
to the date of such payment-in-full.

            Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

            Permitted Transferee: Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (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 section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
United States Person, and (vi) a Person designated as a non-Permitted Transferee
by the Depositor based upon an Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

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

            Physical Certificates: As specified in the Preliminary Statement.

            Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee with respect to the Mortgage Loans pursuant to Section
3.05(f) in the name of the Trustee for the benefit of the Certificateholders and
designated "[______________], in trust for registered holders of Home Equity
Mortgage Pass-Through Certificates, Series ____-__." Funds in the Pre-Funding
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder; provided, however, that any investment income earned from
Eligible Investments made with funds in the Pre-Funding Account shall be for the
account of the Depositor.

            Pre-Funding Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $[__________].

            Pre-Funding Period: the period from the Closing Date until the
earliest of (i) the date on which the amount on deposit in the Pre-Funding
Account is reduced to zero, (ii) the date on which an Event of Default occurs or
(iii) [__________].

            Prepayment Charge: With respect to any Mortgage Loan, any charge
required to be paid if the Mortgagor prepays such Mortgage Loan as provided in
the related Mortgage Note or Mortgage.

            Prepayment Interest Excess: As to any Mortgage Loan, Distribution
Date and Principal Prepayment in full during the portion of the related
Prepayment Period occurring from the first day through the fourteenth day of the
calendar month in which such Distribution Date occurs, an amount equal to
interest (to the extent received) at the applicable Mortgage Rate (giving effect
to any applicable Relief Act Reduction), as reduced by the related Expense Fee
Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the date on which such Principal Prepayment is so
applied; provided that Prepayment Interest Excess shall only exist with respect
to any Mortgage Loan and any Distribution Date if the related Principal
Prepayment in full is deposited by the applicable Servicer in the related
Collection Account pursuant to Section 3.05(b)(i) hereof in the same month as
such Principal Prepayment in full is made, to be included with distributions on
such Distribution Date.

            Prepayment Interest Shortfall: As to any Mortgage Loan, Distribution
Date and Principal Prepayment, other than Principal Prepayments in full that
occur during the portion of the Prepayment Period that is in the same calendar
month as the Distribution Date, the difference between (i) one full month's
interest at the applicable Mortgage Rate (giving effect to any applicable Relief
Act Reduction), as reduced by the Expense Fee Rate, on the Stated Principal
Balance of such Mortgage Loan immediately prior to such Principal Prepayment and
(ii) the amount of interest actually received that accrued during the month
immediately preceding such Distribution Date or, with respect to any Mortgage
Loan with a Due Date other than the first of the month, the amount of interest
actually received that accrued during the one-month period immediately preceding
the Due Date following the Principal Prepayment, with respect to such Mortgage
Loan in connection with such Principal Prepayment.

            Prepayment Period: With respect to each Distribution Date (other
than the [__________] Distribution Date), each Mortgage Loan (other than the
[________] Serviced Loans) and each Payoff, the related "Prepayment Period" will
be the 15th of the month preceding the month in which the related Distribution
Date occurs through the 14th of the month in which the related Distribution Date
occurs. With respect to the [__________] Distribution Date, each Mortgage Loan
(other than the [________] Serviced Loans) and each Payoff, the related
"Prepayment Period" will be [__________] through [__________]. With respect to
each Distribution Date, each [________] Serviced Loan and each Curtailment with
respect to the [______] Serviced Loans and [______]Serviced Loans, the related
"Prepayment Period" will be the calendar month preceding the month in which the
related Distribution Date occurs.

            Principal Payment Amount: For any Distribution Date, an amount equal
to the Principal Remittance Amount plus any Excess Cashflow Loss Payment for
such date, minus the Overcollateralization Release Amount, if any, for such
date.

            Principal Prepayment: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or Curtailment.

            Principal Remittance Amount: For any Distribution Date, an amount
equal to the sum of (1) all principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period (less unreimbursed Advances, Servicing Advances and other
amounts due to each Servicer and the Trustee with respect to the Mortgage Loans,
to the extent allocable to principal) and the principal portion of Payaheads
previously received and intended for application in the related Due Period, (2)
all Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan
that was repurchased by the Seller, the Terminating Entity or the Majority in
Interest Class X-2 Certificateholder during the calendar month immediately
preceding such Distribution Date, (4) the portion of any Substitution Adjustment
Amount paid with respect to any Deleted Mortgage Loans during the calendar month
immediately preceding such Distribution Date allocable to principal, (5) all
Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of
unreimbursed Advances, Servicing Advances and other expenses, to the extent
allocable to principal) and Net Recoveries collected with respect to the
Mortgage Loans during the prior calendar month, to the extent allocable to
principal, (6) amounts withdrawn from the Reserve Account to cover Realized
Losses on the Mortgage Loans incurred during the related Collection Period and
(7) with respect to the Distribution Date in [__________], the amount remaining
in the Pre-Funding Account at the end of the Pre-Funding Period.

            Prospectus Supplement: The Prospectus Supplement dated [__________]
relating to the Offered Certificates.

            PUD: Planned Unit Development.

            Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
Fannie Mae- or Freddie Mac-approved mortgage insurer or having a claims paying
ability rating of at least "AA" or equivalent rating by at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date. Any replacement
insurer with respect to the Credit Insurance Policy must be acceptable to the
Rating Agencies as evidenced by written acknowledgment from each Rating Agency
that such replacement will not cause a reduction, withdrawal or cancellation of
the ratings of the Certificates.

            Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
the Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit M (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution (or,
in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a Combined
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have
a remaining term to maturity no greater than (and not more than one year less
than that of) the Deleted Mortgage Loan; and (v) comply with each representation
and warranty set forth in Section 2.03(f).

            Rating Agency: Fitch, Moody's and S&P. If either such organization
or a successor is no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Trustee and the Servicers. References herein to a given rating or
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.

            Ratings: As of any date of determination, the ratings, if any, of
the Certificates as assigned by the Rating Agencies.

            Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or greater than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. Any Charged Off
Loan will give rise to a Realized Loss (calculated as if clause (iii) of the
previous sentence is equal to zero) at the time it is charged off, as described
in Section 3.11(a)(iii) hereof.

            If a Servicer receives Net Recoveries with respect to any Charged
Off Loan, the amount of the Realized Loss with respect to that Charged Off Loan
will be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

            Record Date: With respect to the Certificates (other than the LIBOR
Certificates which are Book-Entry Certificates) and any Distribution Date, the
close of business on the last Business Day of the month preceding the month in
which such applicable Distribution Date occurs. With respect to the LIBOR
Certificates which are Book-Entry Certificates and any Distribution Date, the
close of business on the Business Day preceding such Distribution Date.

            Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
for one month which are offered by the Reference Banks as of 11:00 A.M., London,
England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates; provided that at least two such
Reference Banks provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trustee, as of 11:00 a.m.,
New York time, on such date for loans in U.S. Dollars to leading European Banks
for a period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates. If no such quotations can be
obtained, the Reference Bank Rate shall be LIBOR applicable to the preceding
Distribution Date; provided however, that if, under the priorities indicated
above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Payment Date for the third consecutive Distribution Date, the Trustee shall
select an alternative comparable index over which the Trustee has no control,
used for determining one-month Eurodollar lending rates that is calculated and
published or otherwise made available by an independent party.

            Reference Banks: Barclays Bank PLC, National Westminster Bank and
Abbey National PLC.

            Regular Certificates: As specified in the Preliminary Statement.

            Released Loan: Any Charged Off Loan that is released by [______] to
the Class X-2 Certificateholders pursuant to Section 3.11(a), generally on the
date that is six months after the date on which [______] begins using
[______]Special Servicing on such Charged Off Loans. Any Released Loan will no
longer be an asset of any REMIC or the Trust Fund.

            Relief Act: The Servicemembers Civil Relief Act or any similar state
law or regulation.

            Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
or principal collectible thereon (attributable to any previous month) as a
result of the application of the Relief Act or similar state law or regulation,
the amount, if any, by which (i) interest and/or principal collectible on such
Mortgage Loan for the most recently ended calendar month is less than (ii)
interest and/or principal accrued thereon for such month pursuant to the
Mortgage Note.

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

            REMIC 1: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (other than any Prepayment
Charges), together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof, (ii) any REO Property, together
with all collections thereon and proceeds thereof, (iii) the Credit Insurance
Policy, (iv) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies, including any Primary Insurance Policy, required to be
maintained pursuant to this Agreement and any proceeds thereof and (v) the
Collection Account and the Certificate Account (subject to the last sentence of
this definition) and such assets that are deposited therein from time to time
and any investments thereof. Notwithstanding the foregoing, however, a REMIC
election will not be made with respect to the Pre-Funding Account, the
Capitalized Interest Account and the Reserve Account.

            REMIC 1 Regular Interest LTI-1: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. REMIC 1 Regular Interest LTI-PF: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 1 Regular Interest LTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 1 Regular Interest LTI-R: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-R shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 1 Regular Interest LTI-S1: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S1
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall not be entitled to distributions of
principal.

            REMIC 1 Regular Interest LTI-S2: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S2
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall not be entitled to distributions of
principal.

            REMIC 1 Regular Interests: REMIC 1 Regular Interest LTI-1, LTI-PF,
LTI-P, LTI-S1, LTI-S2 and LTI-R.

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

            REMIC 2 Net WAC Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular
Interest LTI-1PF, weighted on the basis of such respective Uncertificated
Principal Balances thereof immediately preceding such Distribution Date.

            REMIC 2 Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
"regular interest" in REMIC 2. Each REMIC 2 Regular Interest shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC 2 Regular Interests are set
forth in the Preliminary Statement hereto.

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

            REMIC 2 Overcollateralization Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated Principal
Balances of REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3,
MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2, MTI-R and MTI-P, in each case as of such
date of determination.

            REMIC 2 Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests MTI-A-1,
MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4,
MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9A, MTI-M-9F, MTI-B-1 and MTI-B-2 and
the denominator of which is the aggregate Uncertificated Principal Balance of
REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4,
MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2 and MTI-ZZ.

            REMIC 2 Regular Interest MTI-AA: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-AA
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-A-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-A-2A: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2A
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-A-2B: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2B
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-A-3: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-3
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-A-4: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-4
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-2: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-2
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-3: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-3
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-4: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2 REMIC 2 Regular Interest MTI-M-4
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-5: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-5
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-6: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-6
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto. REMIC 2 Regular Interest MTI-M-7: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-7
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-8: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-8
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-9A: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-9A
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-M-9F: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-9F
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-B-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-B-2: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-2
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 2 Regular Interest MTI-R: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-R shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 2 Regular Interest MTI-S: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-S shall accrue
interest as set forth in the Preliminary Statement hereto. REMIC 2 Regular
Interest MTI-S shall not be entitled to distributions of principal.

            REMIC 2 Regular Interest MTI-ZZ: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-ZZ
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            REMIC 2 Regular Interest MTI-ZZ Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) REMIC 2 Uncertificated
Accrued Interest calculated with the Uncertificated Pass-Through Rate for REMIC
2 Regular Interest MTI-ZZ and an Uncertificated Principal Balance equal to the
excess of (x) the Uncertificated Principal Balance of REMIC 2 Regular Interest
MTI-ZZ over (y) the REMIC 2 Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the sum of REMIC 2 Uncertificated Accrued Interest
on REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4,
MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1 and MTI-B-2, with the rates on the REMIC 2 Regular
Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2,
MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9A, MTI-M-9F,
MTI-B-1 and MTI-B-2 subject to a cap, for the purpose of this calculation, equal
to the Pass-Through Rate for the Corresponding Certificate and with the rate on
the REMIC 2 Regular Interest MTI-ZZ subject to a cap, for the purpose of this
calculation, equal to zero.

            REMIC 2 Regular Interests: REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC 2 Regular
Interest MTI-A-2B, REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest
MTI-A-4, REMIC 2 Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2,
REMIC 2 Regular Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2
Regular Interest MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular
Interest MTI-M-7, REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest
MTI-M-9A, REMIC 2 Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1,
REMIC 2 Regular Interest MTI-B-2, REMIC 2 Regular Interest MTI-S, REMIC 2
Regular Interest MTI-ZZ, REMIC 2 Regular Interest MTI-P and REMIC 2 Regular
Interest MTI-R.

            REMIC 2 Targeted Overcollateralization Amount: 1% of the Targeted
Overcollateralization Amount.

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

            REMIC 3 Regular Interests: The Regular Certificates.

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

            REMIC Regular Interests: The REMIC 1 Regular Interests and REMIC 2
Regular Interests.

            REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan and, for the avoidance of doubt, following the
satisfaction of any related First Mortgage Loan.

            Repurchase Price: With respect to any Mortgage Loan required to be
purchased by the Seller pursuant to this Agreement or purchased at the option of
the Majority in Interest Holder of the Class X-2 Certificates pursuant to this
Agreement, an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase, (ii) accrued unpaid
interest thereon at the applicable Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month in which
the Repurchase Price is to be distributed to Certificateholders, (iii) any
unreimbursed Servicing Advances and (iv) any costs and damages actually incurred
and paid by or on behalf of the Trust (including, but not limited to late fees)
in connection with any breach of the representation and warranty set forth in
clause (xx) of Schedule IV hereto as the result of a violation of a predatory or
abusive lending law applicable to such Mortgage Loan.

            Request for Release: The Request for Release submitted by a Servicer
to the Trustee, substantially in the form of Exhibit M.

            Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

            Residual Certificates: As specified in the Preliminary Statement.

            Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Trust
Officer or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also 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 and who
shall have direct responsibility for the administration of this Agreement.

            Rolling Three Month Delinquency Rate: For any Distribution Date will
be the fraction, expressed as a percentage, equal to the average of the
Delinquency Rates for each of the three (or one and two, in the case of the
first and second Distribution Dates, respectively) immediately preceding months.

            SAIF: The Savings Association Insurance Fund, or any successor
thereto.

            S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. For purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor's, 55 Water Street, New York, New York 10004, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor, the Servicers and the Trustee.

            Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
pursuant to the terms of the related Mortgage Note, as reduced by any Relief Act
Reductions.

            Second Mortgage Loan: A Mortgage Loan that is secured by a second
lien on the Mortgaged Property securing the related Mortgage Note.

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

            Seller: DLJ Mortgage Capital, Inc.

            Senior Certificates: As specified in the Preliminary Statement.

            Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of the
aggregate Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class
B-1 and Class B-2 Certificates and the Overcollateralization Amount (which, for
purposes of this definition only, shall not be less than zero), in each case
after giving effect to payments on such Distribution Date (assuming no Trigger
Event is in effect), and the denominator of which is the Aggregate Collateral
Balance for such Distribution Date.

            Senior Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
aggregate Class Principal Balance of the Class A-1, Class A-2A, Class A-2B,
Class A-3, Class A-4, Class P, Class A-R and Class A-RL Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i)
[__________]% and (ii) the Aggregate Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral
Balance as of the Cut-off Date.

            Servicer: [______],[______]and [______], or their successors in
interest, or any successor servicer appointed as provided herein.

            Servicer Employee: As defined in Section 3.18.

            Servicer Cash Remittance Date: With respect to each Distribution
Date, the Business Day immediately preceding such Distribution Date.

            Servicer Data Remittance Date: With respect to each Distribution
Date, the second Business Day immediately following the 15th day of the month of
such Distribution Date.

            Servicing Advance: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by a Servicer of its
servicing obligations, including, but not limited to, the cost (including
reasonable attorneys' fees and disbursements) of (i) the inspection,
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to such Servicer pursuant to Section 3.11 and any
enforcement or judicial proceedings, including foreclosures, and including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System; (iii) the management and
liquidation of any REO Property (including default management and similar
services, appraisal services and real estate broker services); (iv) any expenses
incurred by such Servicer in connection with obtaining an environmental
inspection or review pursuant to Section 3.11(a)(v) and (vi); (v) compliance
with the obligations under Section 3.01, 3.09 and 3.11(b); (vi) the cost of
obtaining any broker's price opinion in accordance with Section 3.11 hereof;
(vii) the costs of obtaining an Opinion of Counsel pursuant to Section 3.11(c)
hereof; (viii) expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance as described in Section 3.12 hereof; (ix)
expenses incurred in connection with the recordation of Assignments of Mortgage
or substitutions of trustees; (x) obtaining any legal documentation required to
be included in a Mortgage File and/or correcting any outstanding title issues
(ie. any lien or encumbrance on the related Mortgaged Property that prevents the
effective enforcement of the intended lien position) reasonably necessary for
such Servicer to perform its obligations under this Agreement and (xi) any
boarding fees payable to [______]pursuant to Section 3.11(a)(iv)(B) hereof.

            Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month of such
Distribution Date (prior to giving effect to any Scheduled Payments due on such
Mortgage Loan on such Due Date), subject to reduction as provided in Section
3.05(b)(vi).

            Servicing Fee Rate: With respect to each [______] Serviced Loan, the
"[______]Servicing Fee Rate" as defined in the [______]Letter Agreement, which
rate may increase up to 0.50% per annum. With respect to each [______]Serviced
Loan, the "[______]Servicing Fee Rate" as defined in the [______]Letter
Agreement, which rate may increase up to 0.50% per annum. With respect to each
[______]Serviced Loan, 0.50% per annum. In the event of the appointment of a
successor servicer pursuant to Section 6.04 hereof, the Servicing Fee Rate as to
each [______]Serviced Loan or [______]Serviced Loan, as applicable, may increase
to up to 0.50% per annum.

            Servicing Officer: With respect to each Servicer, any representative
of that Servicer involved in, or responsible for, the administration and
servicing of the related Mortgage Loans whose name and specimen signature appear
on a list of servicing officers furnished to the Trustee by such Servicer on the
Closing Date pursuant to this Agreement, as such list may from time to time be
amended.

            Significant Net Recoveries: With respect to a defaulted Mortgage
Loan, a determination by a Servicer that either (A) the potential Net Recoveries
are anticipated to be greater than or equal to the sum of (i) the total
indebtedness of the senior lien on the related Mortgaged Property and (ii)
$10,000 (after anticipated expenses and attorneys' fees) or (B) the related
Mortgagor has shown a willingness and ability to pay over the previous six
months.

            Special Serviced Mortgage Loan: The Mortgage Loans for which the
Special Servicer acts as servicer pursuant to Section 3.22.

            Special Servicer: [________].

            Special Serviced Mortgage Loan: The Mortgage Loans for which the
Special Servicer acts as servicer pursuant to Section 3.22.

            [________]: [__________], a [__________] corporation, and its
successors and permitted assigns.

            Startup Day: [__________].

            Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous Curtailments and Liquidation
Proceeds allocable to principal (other than with respect to any Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor; provided,
however, for purposes of calculating the Servicing Fee and the Trustee Fee, the
Stated Principal Balance of any REO will be the unpaid principal balance
immediately prior to foreclosure.

            Stepdown Date: The date occurring on the later of (x) the
Distribution Date in [__________] and (y) the first Distribution Date on which
the Senior Enhancement Percentage (calculated for this purpose after giving
effect to payments or other recoveries in respect of the Mortgage Loans during
the related Due Period but before giving effect to payments on the Certificates
on such Distribution Date) is greater than or equal to [__________]%.

            Subordinate Certificates: As specified in the Preliminary Statement.

            Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial
Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and to
a Subsequent Transfer Agreement, which Mortgage Loan shall be listed on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement and on
Schedule A to such Subsequent Transfer Agreement. When used with respect to a
single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.

            Subsequent Mortgage Loan Interest: Any amount constituting an
Interest Remittance Amount (other than an amount withdrawn from the related
Capitalized Interest Account pursuant to clause (5) of the definition of
"Interest Remittance Amount") received or advanced with respect to a Subsequent
Mortgage Loan during the Due Periods relating to the [__________],[__________]
or [__________] Distribution Dates, but only to the extent of the excess of such
amount over the amount of interest accruing on such Subsequent Mortgage Loan
during the related period at a per annum rate equal to
[__________]%,[__________]% and [__________]%, respectively. The Subsequent
Mortgage Loan Interest shall not be an asset of any REMIC.

            Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit N hereto, executed and delivered by the
related Servicer, the Depositor, the Seller and the Trustee as provided in
Section 2.01 hereof.

            Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
date the related Subsequent Mortgage Loans are transferred to the Trust Fund
pursuant to the related Subsequent Transfer Agreement.

            Subservicer: Any Subservicer which is subservicing the Mortgage
Loans pursuant to a Subservicing Agreement. Any subservicer shall meet the
qualifications set forth in Section 3.02.

            Subservicing Agreement: An agreement between a Servicer and a
Subservicer for the servicing of the related Mortgage Loans.

            Substitution Adjustment Amount: As defined in Section 2.03.

            Targeted Overcollateralization Amount: For any Distribution Date
prior to the Stepdown Date, [__________]% of the Aggregate Collateral Balance as
of the Cut-off Date; with respect to any Distribution Date on or after the
Stepdown Date and with respect to which a Trigger Event is not in effect, the
greater of (a) [__________]% of the Aggregate Collateral Balance for such
Distribution Date, or (b) 0.50% of the Aggregate Collateral Balance as of the
Cut-off Date; with respect to any Distribution Date on or after the Stepdown
Date with respect to which a Trigger Event is in effect and is continuing, the
Targeted Overcollateralization Amount for the Distribution Date immediately
preceding such Distribution Date. Notwithstanding the foregoing, on and after
any Distribution Date following the reduction of the aggregate Class Principal
Balance of the Class A, Class M and Class B Certificates to zero, the Targeted
Overcollateralization Amount shall be zero. Upon (x) written direction by the
Majority in Interest Holder of the Class X-1 Certificates and (y) the issuance
by an affiliate of the Depositor of a credit enhancement contract in favor of
REMIC 1 which is satisfactory to the Rating Agencies and (z) receipt by the
Trustee of an Opinion of Counsel, which opinion shall not be an expense of the
Trustee or the Trust Fund, but shall be at the expense of the Majority in
Interest Holder of the Class X-1 Certificates, to the effect that such credit
enhancement contract will not cause the imposition of any federal tax on the
Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2 and REMIC 3 to
fail to qualify as a REMIC at any time that any Certificates are outstanding,
the Targeted Overcollateralization Amount shall be reduced to the level approved
by the Rating Agencies as a result of such credit enhancement contract. Any
credit enhancement contract referred to in the previous sentence shall be
collateralized by cash or mortgage loans, provided that (i) the aggregate Stated
Principal Balance of the mortgage loans collateralizing any such credit
enhancement contract shall not be less than the excess, if any, of (x) the
initial Targeted Overcollateralization Amount over (y) the then-current
Overcollateralization Amount and (ii) the issuance of any credit enhancement
contract supported by mortgage loans shall not result in a downgrading of the
ratings assigned by the Rating Agencies.

            Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T.

            Terminating Entity: (i) DLJMC, if it is the owner of the servicing
rights with respect to any Mortgage Loan on the Optional Termination Date, or
(ii) [________], if (a) DLJMC is not the owner of the servicing rights with
respect to any Mortgage Loan on the Optional Termination Date and (b) [________]
is a Special Servicer with respect to any Mortgage Loan on the Optional
Termination Date, or (iii) the Majority Servicer on the Optional Termination
Date, if (a) DLJMC is not the owner of the servicing rights with respect to any
Mortgage Loan on the Optional Termination Date and (b) [________] is not a
Special Servicer with respect to any Mortgage Loan on the Optional Termination
Date. The Terminating Entity shall be determined on each Optional Termination
Date.

            Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

            Trigger Event: A Trigger Event will be in effect for any
Distribution Date on or after the Stepdown Date if (a) the Rolling Three Month
Delinquency Rate as of the last day of the related Due Period equals or exceeds
[__________]% of the Senior Enhancement Percentage for such Distribution Date or
(ii) a Cumulative Loss Event is occurring. The Trigger Event may be amended by
the parties hereto in the future with the consent of the Rating Agencies.

            Trust Collateral: As defined in Section 9.01(c).

            Trust Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3,
the Pre-Funding Account, the Capitalized Interest Account and the Subsequent
Mortgage Loan Interest.

            Trustee: [______________] and its successors and, if a successor
trustee is appointed hereunder, such successor.

            Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the Trustee Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month of such
Distribution Date (prior to giving effect to any Scheduled Payments due on such
Mortgage Loan on such Due Date).

            Trustee Fee Rate: With respect to any Distribution Date,
[__________]% per annum.

            Uncertificated Accrued Interest: With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass-Through Rate on the Uncertificated Principal
Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Reductions (allocated to such REMIC Regular Interests based on the
priorities set forth in Section 1.03).

            Uncertificated Notional Amount: With respect to REMIC 1 Regular
Interest LTI-S1, the Uncertificated Notional Amount shall be equal to the
principal balance of the [________] Serviced Loans. With respect to REMIC 1
Regular Interest LTI-S2, the Uncertificated Notional Amount shall be equal to
the principal balance of the [______] Serviced Loans. With respect to REMIC 2
Regular Interest MTI-S, the Uncertificated Notional Amount shall be equal to the
Uncertificated Notional Amount of REMIC 1 Regular Interest LTI-S1 and REMIC 1
Regular Interest LTI-S2.

            Uncertificated Pass-Through Rate: The Uncertificated REMIC 1
Pass-Through Rate and the Uncertificated REMIC 2 Pass-Through Rate.

            Uncertificated Principal Balance: With respect to each REMIC Regular
Interest, the amount of such REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.05(b), and the
Uncertificated Principal Balance of REMIC 3 Regular Interest MTI-ZZ shall be
increased by interest deferrals as provided in Section 4.07. The Uncertificated
Principal Balance of each REMIC Regular Interest that has an Uncertificated
Principal Balance shall never be less than zero.

            Uncertificated REMIC 1 Pass-Through Rate: With respect to each REMIC
1 Regular Interest (other than REMIC 1 Regular Interests LTI-1PF, LTI-S1 and
LTI-S2) and the Interest Accrual Periods in [__________],[__________] and
[__________], a per annum rate equal to the Initial Mortgage Loan Net WAC Rate;
with respect to REMIC 1 Regular Interest LTI-1PF and the Interest Accrual
Periods in [__________],[__________] and [__________], a per annum rate equal to
[__________]%,[__________]% and [__________]%, respectively, and with respect to
each REMIC 1 Regular Interest (other than REMIC 1 Regular Interests LTI-S1 and
LTI-S2) and each Interest Accrual Period thereafter, the weighted average of the
Net Mortgage Rates on the Mortgage Loans. With respect to REMIC 1 Regular
Interest LTI-S1, a per annum rate, determined on a Mortgage Loan by Mortgage
Loan basis, equal to the excess of (i) the excess of (a) the Mortgage Rate for
each [________] Serviced Loan over (b) the sum of the [________] Servicing Fee
Rate, the Credit Risk Manager Fee Rate and the Trustee Fee Rate, over (ii) the
Net Mortgage Rate of each such Mortgage Loan. With respect to REMIC 1 Regular
Interest LTI-S2, a per annum rate, determined on a Mortgage Loan by Mortgage
Loan basis, equal to the excess of (i) the excess of (a) the Mortgage Rate for
each [______] Serviced Loan over (b) the sum of the [______] Servicing Fee Rate,
the Credit Risk Manager Fee Rate and the Trustee Fee Rate, over (ii) the Net
Mortgage Rate of each such Mortgage Loan.

            Uncertificated REMIC 2 Pass-Through Rate: For any Distribution Date,
with respect to REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC 2 Regular Interest MTI-A-2B,
REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest MTI-A-4, REMIC 2
Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2 Regular
Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2 Regular Interest
MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular Interest MTI-M-7,
REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest MTI-M-9A, REMIC 2
Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1, REMIC 2 Regular
Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ, the REMIC 2 Net WAC Rate.
REMIC 2 Regular Interest MTI-P and REMIC 2 Regular Interest MTI-R will not have
an Uncertificated REMIC 2 Pass-Through Rate, but shall be entitled to 100% of
the amounts distributed on REMIC 1 Regular Interest LTI-P and REMIC 1 Regular
Interest LTI-R, respectively. REMIC 2 Regular Interest MTI-S will not have an
Uncertificated REMIC 2 Pass-Through Rate, but shall be entitled to 100% of the
amounts distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular
Interest LTI-S2.

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

            Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
97% of all Voting Rights shall be allocated among the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class B-1
and Class B-2 Certificates. The portion of such 97% Voting Rights allocated to
the Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-4, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9A, Class M-9F, Class B-1 and Class B-2 Certificates shall be based on the
fraction, expressed as a percentage, the numerator of which is the aggregate
Class Principal Balance then outstanding and the denominator of which is the
Class Principal Balance of all such Classes then outstanding. The Class P, Class
X-1 and Class X-S Certificates shall each be allocated 1% of the Voting Rights.
Voting Rights shall be allocated among the Certificates within each such Class
(other than the Class P, Class X-1 and Class X-S Certificates, which each have
only one certificate) in accordance with their respective Percentage Interests.
The Class X-2, Class A-R and Class A-RL Certificates shall have no Voting
Rights.

            [______]: [_________________].

            [______]Letter Agreement: The securitization servicing side letter
agreement, dated as of [__________], between the Seller and [______], as
amended, supplemented or superceded from time to time.

            [______]Serviced Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

            [______]Special Servicing: With regard to any [______]Serviced Loans
that become Charged Off Loans, the servicing of such Charged Off Loans using
specialized collection procedures (including foreclosure, if appropriate) to
maximize recoveries.

SECTION 1.02      Interest Calculations.

            The calculation of the Trustee Fee, the Servicing Fee, the Credit
Risk Manager Fee, the Credit Insurance Provider Fee and interest on the Class
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-6, Class M-7, Class
M-8, Class M-9F, Class B-1, Class B-2, Class P, Class A-R, Class A-RL, Class X-1
and Class X-S Certificates and on the related Uncertificated Interests shall be
made on the basis of a 360-day year consisting of twelve 30-day months. The
calculation of interest on the Class A-1, Class A-2A, Class A-2B, Class A-4 and
Class M-9A Certificates and the related Uncertificated Interests shall be made
on the basis of a 360-day year and the actual number of days elapsed in the
related Interest Accrual Period. All dollar amounts calculated hereunder shall
be rounded to the nearest penny with one-half of one penny being rounded down.

SECTION 1.03      Allocation of Certain Interest Shortfalls.

            For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 1 Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (net of any Compensating
Interest Payment) and any Relief Act Reductions incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first to REMIC 1
Regular Interests LTI-1 and LTI-PF and then to REMIC 1 Regular Interests LTI-P
and LTI-R, in each case to the extent of one month's interest at the then
applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC 1 Regular Interest;
provided, however, that with respect to the first three Distribution Dates, such
amounts relating to the Initial Mortgage Loans shall be allocated to REMIC 1
Regular Interest LTI-1 and such amounts relating to the Subsequent Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT-PF.

            For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 2 Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated in the same priority, and to the same extent, as that allocated to the
Corresponding Certificates.

<PAGE>
                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

SECTION 2.01      Conveyance of Mortgage Loans.

            (a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee in trust for the benefit of the Certificateholders, without recourse,
all (i) the right, title and interest of the Depositor (which does not include
servicing rights) in and to each Initial Mortgage Loan, including all interest
and principal received or receivable on or with respect to such Initial Mortgage
Loans after the Cut-off Date and all interest and principal payments on the
Initial Mortgage Loans received prior to the Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on the Initial Mortgage Loans
on or before the Cut-off Date (other than the rights of the Servicers to service
the Mortgage Loans in accordance with this Agreement), (ii) the Depositor's
rights under the Assignment Agreement (iii) any such amounts as may be deposited
into and held by the Trustee in the Pre-Funding Account and the Capitalized
Interest Account and (iv) all proceeds of any of the foregoing. The parties
hereto agree that it is not intended that any mortgage loan be conveyed to the
Trust that is either (i) a "High-Cost Home Loan" as defined in the New Jersey
Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004
(iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home
Loan" as defined by the Indiana High Cost Home Loan Law effective January 1,
2005. In addition, on or prior to the Closing Date, the Depositor shall cause
the Credit Insurance Provider to deliver the Credit Insurance Policy to the
Trustee.

            (b) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Trustee or its designated agent, the related Custodian, for the benefit of the
Certificateholders, the documents and instruments with respect to each Mortgage
Loan as assigned:

            (i) the original Mortgage Note of the Mortgagor in the name of the
      Trustee or endorsed "Pay to the order of ________________ without
      recourse" and signed in the name of the last named endorsee by an
      authorized officer, together with all intervening endorsements showing a
      complete chain of endorsements from the originator of the related Mortgage
      Loan to the last endorsee or with respect to any Lost Mortgage Note (as
      such term is defined in the Pooling and Servicing Agreement), a lost note
      affidavit stating that the original Mortgage Note was lost or destroyed,
      together with a copy of such Mortgage Note;

            (ii) for each Mortgage Loan that is not a MERS Mortgage Loan, the
      original Mortgage bearing evidence that such instruments have been
      recorded in the appropriate jurisdiction where the Mortgaged Property is
      located as determined by DLJMC (or, in lieu of the original of the
      Mortgage or the assignment thereof, a duplicate or conformed copy of the
      Mortgage or the instrument of assignment, if any, together with a
      certificate of receipt from the Seller or the settlement agent who handled
      the closing of the Mortgage Loan, certifying that such copy or copies
      represent true and correct copy(ies) of the original(s) and that such
      original(s) have been or are currently submitted to be recorded in the
      appropriate governmental recording office of the jurisdiction where the
      Mortgaged Property is located) or a certification or receipt of the
      recording authority evidencing the same and in the case of each MERS
      Mortgage Loan, the original Mortgage, noting the presence of the MIN of
      the related Mortgage Loan and either language indicating that the Mortgage
      Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage
      Loan was not a MOM Loan at origination, the original Mortgage and the
      assignment thereof to MERS, with evidence of recording indicated thereon
      or a copy of the Mortgage certified by the public recording office in
      which such Mortgage has been recorded;

            (iii) for each Mortgage Loan that is not a MERS Mortgage Loan, the
      original Assignment of Mortgage, in blank, which assignment appears to be
      in form and substance acceptable for recording and, in the event that the
      related Seller acquired the Mortgage Loan in a merger, the assignment must
      be by "[Seller], successor by merger to [name of predecessor]", and in the
      event that the Mortgage Loan was acquired or originated by the related
      Seller while doing business under another name, the assignment must be by
      "[Seller], formerly known as [previous name]";

            (iv) for each Mortgage Loan, at any time that such Mortgage Loan is
      not a MERS Mortgage Loan, the originals of all intervening Assignments of
      Mortgage not included in (iii) above showing a complete chain of
      assignment from the originator of such Mortgage Loan to the Person
      assigning the Mortgage to the Trustee, including any warehousing
      assignment, with evidence of recording on each such Assignment of Mortgage
      (or, in lieu of the original of any such intervening assignment, a
      duplicate or conformed copy of such intervening assignment together with a
      certificate of receipt from the related Seller or the settlement agent who
      handled the closing of the Mortgage Loan, certifying that such copy or
      copies represent true and correct copy(ies) of the original(s) and that
      such original(s) have been or are currently submitted to be recorded in
      the appropriate governmental recording office of the jurisdiction where
      the Mortgaged Property is located) or a certification or receipt of the
      recording authority evidencing the same;

            (v) an original of any related security agreement (if such item is a
      document separate from the Mortgage) and the originals of any intervening
      assignments thereof showing a complete chain of assignment from the
      originator of the related Mortgage Loan to the last assignee;

            (vi) an original assignment of any related security agreement (if
      such item is a document separate from the Mortgage) executed by the last
      assignee in blank;

            (vii) the originals of any assumption, modification, extension or
      guaranty agreement with evidence of recording thereon, if applicable (or,
      in lieu of the original of any such agreement, a duplicate or conformed
      copy of such agreement together with a certificate of receipt from the
      related Seller or the settlement agent who handled the closing of the
      Mortgage Loan, certifying that such copy(ies) represent true and correct
      copy(ies) of the original(s) and that such original(s) have been or are
      currently submitted to be recorded in the appropriate governmental
      recording office of the jurisdiction where the Mortgaged Property is
      located), or a certification or receipt of the recording authority
      evidencing the same;

            (viii) if the Mortgage Note or Mortgage or any other document or
      instrument relating to the Mortgage Loan has been signed by a person on
      behalf of the Mortgagor, the original power of attorney or other
      instrument that authorized and empowered such person to sign bearing
      evidence that such instrument has been recorded, if so required, in the
      appropriate jurisdiction where the Mortgaged Property is located as
      determined by DLJMC (or, in lieu thereof, a duplicate or conformed copy of
      such instrument, together with a certificate of receipt from the related
      Seller or the settlement agent who handled the closing of the Mortgage
      Loan, certifying that such copy(ies) represent true and complete
      copy(ies)of the original(s) and that such original(s) have been or are
      currently submitted to be recorded in the appropriate governmental
      recording office of the jurisdiction where the Mortgaged Property is
      located) or a certification or receipt of the recording authority
      evidencing the same; and

            (ix) in the case of the First Mortgage Loans, the original mortgage
      title insurance policy, or if such mortgage title insurance policy has not
      yet been issued, an original or copy of a marked-up written commitment or
      a pro forma title insurance policy marked as binding and countersigned by
      the title insurance company or its authorized agent either on its face or
      by an acknowledged closing instruction or escrow letter.

            In the event the Seller delivers to the Trustee certified copies of
any document or instrument set forth in 2.01(b) because of a delay caused by the
public recording office in returning any recorded document, the Seller shall
deliver to the Trustee, within 60 days of the Closing Date, an Officer's
Certificate which shall (i) identify the recorded document, (ii) state that the
recorded document has not been delivered to the Trustee due solely to a delay
caused by the public recording office, and (iii) state the amount of time
generally required by the applicable recording office to record and return a
document submitted for recordation.

            In the event that in connection with any Mortgage Loan the Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy (together with all riders thereto)
satisfying the requirements set forth above, concurrently with the execution and
delivery hereof because such document or documents have not been returned from
the applicable public recording office in the case of clause (a) or (b) above,
or because the title policy has not been delivered to the Seller or the
Depositor by the applicable title insurer in the case of clause (c) above, the
Depositor shall promptly deliver to the Trustee, in the case of clause (a) or
(b) above, such original Mortgage or such interim assignment, as the case may
be, with evidence of recording indicated thereon upon receipt thereof from the
public recording office, or a copy thereof, certified, if appropriate, by the
relevant recording office and in the case of clause (c) above, if such lender's
title policy is received by the Depositor, upon receipt thereof.

            As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall (at the Seller's expense) (i) affix the Trustee's name to each Assignment
of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper
form for recording in the appropriate public office for real property records
within thirty (30) days after receipt thereof 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
assignment of a Mortgage as to which the Trustee has not received the
information required to prepare such assignment in recordable form, the
Trustee's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within thirty (30) days after the receipt thereof, and the Trustee need not
cause to be recorded (a) any assignment referred to in clause (iii) above which
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 the Depositor's
expense, provided such expense has been previously approved by the Depositor in
writing) within 180 days of the Closing Date, acceptable to the Rating Agencies,
the recordation of such assignment is not necessary to protect the Trustee's and
the Certificateholders' interest in the related Mortgage Loan or (b) if MERS is
identified on the Mortgage or on a properly recorded assignment of the Mortgage
as the mortgagee of record solely as nominee for the Seller and its successors
and assigns.

            In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Depositor to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Depositor further agrees that it will not, and will not
permit any Servicer to, and each Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the
term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

            (c) The Trustee is authorized to appoint any bank or trust company
approved by the Depositor as Custodian of the documents or instruments referred
to in this Section 2.01, and to enter into a Custodial Agreement for such
purpose and any documents delivered thereunder shall be delivered to the related
Custodian and any Officer's Certificates delivered with respect thereto shall be
delivered to the Trustee and the related Custodian.

            (d) It is the express intent of the parties to this Agreement that
the conveyance of the Mortgage Loans by the Depositor to the Trustee as provided
in this Section 2.01 be, and be construed as, a sale of the Mortgage Loans by
the Depositor to the Trustee. It is, further, not the intention of the parties
to this Agreement that such conveyance be deemed a pledge of the Mortgage Loans
by the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the intent of the parties
to this Agreement, the Mortgage Loans are held to be the property of the
Depositor, or if for any other reason this Agreement is held or deemed to create
a security interest in the Mortgage Loans then (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code; (b) the conveyance provided for in this
Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee for
the benefit of the Certificateholders of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Certificate Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee or
any Custodian of such items of property and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "in possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the benefit of the Certificateholders for the purpose of perfecting such
security interest under applicable law (except that nothing in this clause (e)
shall cause any person to be deemed to be an agent of the Trustee for any
purpose other than for perfection of such security interests unless, and then
only to the extent, expressly appointed and authorized by the Trustee in
writing). The Depositor and the Trustee, upon directions from the Depositor,
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.

            (e) The Depositor hereby sells, transfers, assigns, sets over and
otherwise conveys to the Trustee in trust for the benefit of the
Certificateholders, without recourse, all right, title and interest in such
Subsequent Mortgage Loans (which does not include servicing rights), including
all interest and principal due on or with respect to such Subsequent Mortgage
Loans on or after the related Subsequent Transfer Date and all interest and
principal payments on such Subsequent Mortgage Loans received prior to the
Subsequent Transfer Date in respect of installments of interest and principal
due thereafter, but not including principal and interest due on such Subsequent
Mortgage Loans prior to the related Subsequent Transfer Date, any insurance
policies in respect of such Subsequent Mortgage Loans and all proceeds of any of
the foregoing.

            (f) Upon one Business Day's prior written notice to the Trustee, the
Servicers and the Rating Agencies, on any Business Day during the Pre-Funding
Period designated by the Depositor, the Depositor, DLJMC, the Servicers and the
Trustee shall complete, execute and deliver a Subsequent Transfer Agreement so
long as no Rating Agency has provided notice that the execution and delivery of
such Subsequent Transfer Agreement will result in a reduction or withdrawal of
the ratings assigned to the Certificates.

            The transfer of Subsequent Mortgage Loans and the other property and
rights relating to them on a Subsequent Transfer Date is subject to the
satisfaction of each of the following conditions:

            (i) each Subsequent Mortgage Loan conveyed on such Subsequent
      Transfer Date satisfies the representations and warranties applicable to
      it under this Agreement as of the applicable Subsequent Transfer Date;
      provided, however, that with respect to a breach of a representation and
      warranty with respect to a Subsequent Mortgage Loan, the obligation under
      Section 2.03(f) of this Agreement of the Seller to cure, repurchase or
      replace such Subsequent Mortgage Loan shall constitute the sole remedy
      against the Seller respecting such breach available to Certificateholders,
      the Depositor or the Trustee;

            (ii) the Trustee and the Rating Agencies are provided with an
      Opinion of Counsel or Opinions of Counsel, at the expense of the
      Depositor, stating that each REMIC in the Trust Fund is and shall continue
      to qualify as a REMIC following the transfer of the Subsequent Mortgage
      Loans, to be delivered as provided pursuant to Section 2.01(g);

            (iii) the Rating Agencies and the Trustee are provided with an
      Opinion of Counsel or Opinions of Counsel, at the expense of the
      Depositor, confirming that the transfer of the Subsequent Mortgage Loans
      conveyed on such Subsequent Transfer Date is a true sale, to be delivered
      as provided pursuant to Section 2.01(g);

            (iv) the execution and delivery of such Subsequent Transfer
      Agreement or conveyance of the related Subsequent Mortgage Loans does not
      result in a reduction or withdrawal of any ratings assigned to the
      Certificates by the Rating Agencies;

            (v) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer
      Date is 30 or more days contractually delinquent as of such date;

            (vi) the remaining term to stated maturity of such Subsequent
      Mortgage Loan does not exceed 30 years for fully amortizing loans or 15
      years for balloon loans;

            (vii) such Subsequent Mortgage Loan does not have a Net Mortgage
      Rate less than [__________]% per annum;

            (viii) the Depositor shall have deposited in the Collection Account
      all principal and interest collected with respect to the related
      Subsequent Mortgage Loans on or after the related Subsequent Transfer
      Date;

            (ix) such Subsequent Mortgage Loan does not have a Combined
      Loan-to-Value Ratio greater than [__________]%;

            (x) such Subsequent Mortgage Loan has a principal balance not
      greater than $[__________];

            (xi) no Subsequent Mortgage Loan shall have a final maturity date
      after [__________];

            (xii) such Subsequent Mortgage Loan is secured by a first or second
      lien;

            (xiii) such Subsequent Mortgage Loan is otherwise acceptable to the
      Rating Agencies;

            (xiv) [reserved];

            (xv) following the conveyance of such Subsequent Mortgage Loans on
      such Subsequent Transfer Date the characteristics of the Mortgage Loans
      (based on the Initial Mortgage Loans as of the Cut-off Date and the
      Subsequent Mortgage Loans as of their related Subsequent Transfer Date)
      will be as follows:

            A.    a weighted average Mortgage Rate of at least [__________]% per
                  annum;

            B.    a weighted average remaining term to stated maturity of less
                  than [__________] months;

            C.    a weighted average Combined Loan-to-Value Ratio of not more
                  than [__________]%;

            D.    a weighted average credit score of at least [__________];

            E.    no more than [__________]% of the Mortgage Loans by aggregate
                  Cut-off Date Principal Balance are balloon loans;

            F.    no more than [__________]% of the Mortgage Loans by aggregate
                  Cut-off Date Principal Balance are concentrated in one state;
                  and

            G.    no more than [__________]% of the Mortgage Loans by aggregate
                  Cut-off Date Principal Balance relate to non-owner occupied
                  properties;

            (xvi) neither the Seller nor the Depositor shall be insolvent or
      shall be rendered insolvent as a result of such transfer;

            (xvii) no Event of Default has occurred hereunder; and

            (xviii) the Depositor shall have delivered to the Trustee an
      Officer's Certificate confirming the satisfaction of each of these
      conditions precedent.

            (g) Upon (1) delivery to the Trustee by the Depositor of the
Opinions of Counsel referred to in Sections 2.01(f)(ii) and (iii), (2) delivery
to the Trustee by the Depositor of a revised Mortgage Loan Schedule reflecting
the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and the
related Subsequent Mortgage Loans and (3) delivery to the Trustee by the
Depositor of an Officer's Certificate confirming the satisfaction of each of the
conditions precedent set forth in Section 2.01(f), the Trustee shall remit to
the Depositor the Aggregate Subsequent Transfer Amount related to the Subsequent
Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date
from funds in the Pre-Funding Account.

            The Trustee shall not be required to investigate or otherwise verify
compliance with the conditions set forth in the preceding paragraph, except for
its own receipt of documents specified above, and shall be entitled to rely on
the required Officer's Certificate.

SECTION 2.02      Acceptance by the Trustee.

            The Trustee acknowledges receipt by itself or the Custodians of the
documents identified in the Initial Certification in the form annexed hereto as
Exhibit G and declares that it or the Custodians on its behalf hold and will
hold the documents delivered to it or the Custodians, respectively, constituting
the Mortgage Files, and that it or the related Custodian holds or will hold such
other assets as are included in the Trust Fund, in trust for the exclusive use
and benefit of all present and future Certificateholders. The Trustee
acknowledges that it or the related Custodian will maintain possession of the
Mortgage Notes in the State of Texas, the State of Illinois or the State of
California, as directed by the Seller, unless otherwise permitted by the Rating
Agencies.

            Each Custodian is required under the related Custodial Agreement to
execute and deliver on the Closing Date to the Depositor, the Seller, the
Trustee and the Servicers an Initial Certification in the form annexed hereto as
Exhibit G with respect to the Mortgage Loans delivered to such Custodian. The
Trustee shall deliver on the Closing Date to the Depositor, the Seller, the
Trustee and the Servicers an Initial Certification in the form annexed hereto as
Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on
its respective review and examination, and only as to the documents identified
in such related Initial Certification, pursuant to the Custodial Agreement, each
Custodian will acknowledge that such documents delivered to it appear regular on
their face and relate to such Mortgage Loan and pursuant to this Agreement the
Trustee will acknowledge that such documents delivered to it appear regular on
their face and relate to such Mortgage Loan. Neither the Trustee nor the
Custodians shall be under any duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented purpose or that
they have actually been recorded in the real estate records or that they are
other than what they purport to be on their face.

            Not later than 90 days after the Closing Date, the Trustee and the
Custodians are each required to deliver to the Depositor, the Seller, the
Trustee and the Servicers a Final Certification with respect to the Mortgage
Loans delivered to it in the form annexed hereto as Exhibit H, with any
applicable exceptions noted thereon.

            If, in the course of such review, the Trustee or a Custodian, as
applicable, finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01, the Trustee or, pursuant to the
related Custodial Agreement, the related Custodian, will list such as an
exception in the Final Certification; provided, however, that neither the
Trustee nor the Custodians shall make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates.

            The Seller shall promptly correct or cure such defect within 120
days from the date it was so notified of such defect and, if the Seller does not
correct or cure such defect within such period and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Seller shall either (a) substitute for the related Mortgage
Loan a Qualified Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 120 days from
the date the Seller was notified of such defect in writing at the Repurchase
Price of such Mortgage Loan; provided, however, that in no event shall such
substitution or repurchase occur more than 540 days from the Closing Date,
except that if the substitution or repurchase of a Mortgage Loan pursuant to
this provision is required by reason of a delay in delivery of any documents by
the appropriate recording office, then such substitution or repurchase shall
occur within 720 days from the Closing Date; and further provided, that the
Seller shall have no liability for recording any Assignment of Mortgage in favor
of the Trustee or for the Trustee's failure to record such Assignment of
Mortgage, and the Seller shall not be obligated to repurchase or cure any
Mortgage Loan solely as a result of the Trustee's failure to record such
Assignment of Mortgage. The Trustee shall deliver written notice to each Rating
Agency within 360 days from the Closing Date indicating each Mortgage Loan (a)
the Assignment of Mortgage which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or status
of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter
until the Assignment of Mortgage for the related Mortgage Loan is returned to
the Trustee or the dispute as to location or status has been resolved. Any such
substitution pursuant to (a) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any substitution pursuant to (a) above shall not be effected prior to
the additional delivery to the Trustee of a Request for Release substantially in
the form of Exhibit M. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. The Repurchase Price for any
such Mortgage Loan shall be deposited by the Seller in the Certificate Account
on or prior to the Business Day immediately preceding such Distribution Date in
the month following the month of repurchase and, upon receipt of such deposit
and certification with respect thereto in the form of Exhibit M hereto, the
Trustee shall release the related Mortgage File to the Seller and shall execute
and deliver at such entity's request such instruments of transfer or assignment
prepared by such entity, in each case without recourse, as shall be necessary to
vest in such entity, or a designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto. In furtherance of the foregoing, if the Seller is not
a member of MERS and repurchases a Mortgage Loan which is registered on the
MERS(R) System, the Seller, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed from registration on the MERS(R) System
in accordance with MERS' rules and regulations.

            Pursuant to the related Custodial Agreement, the related Custodian
is required to execute and deliver on the Subsequent Transfer Date to the
Depositor, the Seller, the Trustee and the Servicers an Initial Certification in
the form annexed hereto as Exhibit G. Based on its review and examination, and
only as to the documents identified in such Initial Certification, the related
Custodian shall acknowledge that such documents appear regular on their face and
relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related
Custodian shall be under a duty or obligation to inspect, review or examine said
documents, instruments, certificates or other papers to determine that the same
are genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face.

            Pursuant to the related Custodial Agreement, not later than 90 days
after the end of the Pre-Funding Period, the related Custodian is required to
deliver to the Depositor, the Seller, the Trustee and the related Servicer a
Final Certification with respect to the Subsequent Mortgage Loans in the form
annexed hereto as Exhibit H with any applicable exceptions noted thereon.

            If, in the course of such review of the Mortgage Files relating to
the Subsequent Mortgage Loans, the related Custodian finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01, pursuant to the related Custodial Agreement, the related Custodian
will be required to list such as an exception in the Final Certification;
provided, however that neither the Trustee nor the related Custodian shall make
any determination as to whether (i) any endorsement is sufficient to transfer
all right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer to the
assignee thereof under the mortgage to which the assignment relates. The Seller
shall cure any such defect or repurchase or substitute for any such Mortgage
Loan in accordance with Section 2.02(a).

            It is understood and agreed that the obligation of the Seller to
cure, substitute for or to repurchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee, the Depositor and any Certificateholder against
the Seller.

            The Trustee shall pay to each Custodian from time to time reasonable
compensation for all services rendered by it hereunder or under the related
Custodial Agreement, and the Trustee shall pay or reimburse each Custodian upon
its request for all reasonable expenses, disbursements and advances incurred or
made by such Custodian in accordance with any of the provisions of this
Agreement or the related Custodial Agreement, except any such expense,
disbursement or advance as may arise from its negligence or bad faith.

SECTION 2.03      Representations and Warranties of the Seller, the Servicers
                  and the Special Servicer.

            (a) The Seller hereby makes the representations and warranties
applicable to it set forth in Schedule II hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the Closing Date,
or if so specified therein, as of the Cut-off Date or such other date as may be
specified.

            (b) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIIA
hereto, and by this reference incorporated herein, to the Depositor and the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.

            (c) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIIB
hereto, and by this reference incorporated herein, to the Depositor and the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.

            (d) [______], in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIIC
hereto, and by this reference incorporated herein, to the Depositor and the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.

            (e) [______], in its capacity as Special Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIID
hereto, and by this reference incorporated herein, to the Depositor and the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.

            (f) Each of [______], [______], [______] and [______], in their
capacity as Servicers and Special Servicer, as applicable, will use its
reasonable efforts to become a member of MERS in good standing, and will comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS.

            (g) The Seller hereby makes the representations and warranties set
forth in Schedule IV as applicable hereto, and by this reference incorporated
herein, to the Trustee, as of the Closing Date, or the Subsequent Transfer Date,
as applicable, or if so specified therein, as of the Cut-off Date or such other
date as may be specified.

            (h) Upon discovery by any of the parties hereto of a breach of a
representation or warranty made pursuant to Section 2.03(g) that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt notice thereof to the other
parties. The Seller hereby covenants that within 120 days of the earlier of its
discovery or its receipt of written notice from any party of a breach of any
representation or warranty made by it pursuant to Section 2.03(g) which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan sold by the Seller to the Depositor, it shall cure such breach in
all material respects, and if such breach is not so cured, shall, (i) if such
120-day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in the manner and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in the manner
set forth below; provided, however, that any such substitution pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery to
the Trustee of a Request for Release substantially in the form of Exhibit M and
the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller
shall promptly reimburse the Trustee for any actual out-of-pocket expenses
reasonably incurred by the Trustee in respect of enforcing the remedies for such
breach. With respect to any representation and warranties described in this
Section which are made to the best of a Seller's knowledge if it is discovered
by the Depositor, the Seller or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty.

            With respect to any Qualified Substitute Mortgage Loan or Loans, the
Seller shall deliver to the Trustee for the benefit of the Certificateholders
the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and
such other documents and agreements as are required by Section 2.01(b), with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Seller shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties made pursuant to Section
2.03(g) with respect to such Mortgage Loan. Upon any such substitution and the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to the Seller and
shall execute and deliver at the Seller's direction such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as shall be
necessary to vest title in the Seller, or its designee, the Trustee's interest
in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

            For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee
shall determine the amount (if any) by which the aggregate principal balance of
all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (after application of the scheduled principal portion of the monthly
payments due in the month of substitution). The amount of such shortage (the
"Substitution Adjustment Amount") plus an amount equal to the sum of (i) the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans and (ii) any costs and damages actually incurred and paid by or on behalf
of the Trust in connection with any breach of the representation and warranty
set forth in Schedule IV (xx) as the result of a violation of a predatory or
abusive lending law applicable to such Mortgage Loan shall be deposited in the
Certificate Account by the Seller on or before the Business Day immediately
preceding the Distribution Date in the month succeeding the calendar month
during which the related Mortgage Loan became required to be repurchased or
replaced hereunder.

            In the event that the Seller shall have repurchased a Mortgage Loan,
the Repurchase Price therefor shall be deposited in the Certificate Account on
or before the Business Day immediately preceding the Distribution Date in the
month following the month during which the Seller became obligated hereunder to
repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase
Price, the delivery of the Opinion of Counsel if required by Section 2.05 and
receipt of a Request for Release in the form of Exhibit M hereto, the Trustee
shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver at
such Person's direction such instruments of transfer or assignment prepared by
such Person, in each case without recourse, as shall be necessary to transfer
title from the Trustee. It is understood and agreed that the obligation under
this Agreement of any Person to cure, repurchase or substitute any Mortgage Loan
as to which a breach has occurred and is continuing shall constitute the sole
remedy against such Persons respecting such breach available to
Certificateholders, the Depositor or the Trustee on their behalf.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.

            SECTION 2.04      Representations and Warranties of the Depositor as
                              to the Mortgage Loans.

            The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans that, as of the Closing Date, assuming good title
has been conveyed to the Depositor, the Depositor had good title to the Mortgage
Loans and Mortgage Notes, and did not encumber the Mortgage Loans during its
period of ownership thereof, other than as contemplated by the Agreement.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee.

            SECTION 2.05      Delivery of Opinion of Counsel in Connection with
                              Substitutions.

            Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 120 days after the
Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either the Trustee or
the Trust Fund, addressed to the Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on "prohibited transactions" on
the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

SECTION 2.06      Execution and Delivery of Certificates.

            The Trustee (or the related Custodian) acknowledges receipt of the
items described in Section 2.02 of this Agreement and the documents identified
in the Initial Certification in the form annexed hereto as Exhibit G and,
concurrently with such receipt, has executed and delivered to or upon the order
of the Depositor, the Certificates in authorized denominations evidencing
directly or indirectly the entire ownership of the Trust Fund. The Trustee
agrees to hold the Trust Fund and exercise the rights referred to above for the
benefit of all present and future Holders of the Certificates and to perform the
duties set forth in this Agreement to the best of its ability, to the end that
the interests of the Holders of the Certificates may be adequately and
effectively protected.

SECTION 2.07      REMIC Matters.

            The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date. The REMIC 1 Regular Interests shall be designated as the "regular
interests" in REMIC 1. The REMIC 2 Regular Interests shall be designated as the
"regular interests" in REMIC 2. The Class A-1, Class A-2A, Class A-2B, Class
A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class B-1, Class B-2, Class
P, Class X-1 and Class X-S Certificates shall be designated as the "regular
interests" in REMIC 3. The Class A-RL Certificates will constitute the sole
class of residual interests in REMIC 1 and the Class A-R Certificates will
represent beneficial ownership of two residual interests, Class R-2 Interest and
Class R-3 Interest, each of which will constitute the sole class of residual
interests in each of REMIC 2 and REMIC 3, respectively. The Trustee shall not
permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in REMIC 1, REMIC 2 or REMIC 3 other than the Certificates, the REMIC
1 Regular Interests or the REMIC 2 Regular Interests. The "tax matters person"
with respect to each of REMIC 1, REMIC 2 and REMIC 3 shall be the Holder of the
Class A-R Certificate and Class A-RL Certificate at any time holding the largest
Percentage Interest thereof in the manner provided under Treasury regulations
section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The
fiscal year for each REMIC shall be the calendar year. In addition, the Class
X-1 Certificateholders shall be deemed to have entered into a contractual
arrangement with the Class A-R Certificateholders or Class A-RL
Certificateholders whereby the Class A-R Certificateholders or Class A-RL
Certificateholders agree to pay to the Class X-1 Certificateholders on each
Distribution Date amounts that would, in the absence of such contractual
agreement, be distributable with respect to the residual interest in REMIC 1,
REMIC 2 and REMIC 3 pursuant to Section 4.02(b)(iv)P. (which amounts are
expected to be zero).

SECTION 2.08      Covenants of each Servicer.

            [________] shall comply in the performance of its obligations under
this Agreement with all reasonable rules and requirements of the Credit
Insurance Provider as set forth in the Credit Insurance Policy.

            Each respective Servicer hereby covenants to the Depositor and the
Trustee that no written information, certificate of an officer, statement
furnished in writing or written report prepared by such Servicer and delivered
to the Depositor, any affiliate of the Depositor or the Trustee and prepared by
such Servicer pursuant to this Agreement will contain any untrue statement of a
material fact.

            SECTION 2.09      Conveyance of REMIC Regular Interests and
                              Acceptance of REMIC 1, REMIC 2 and REMIC 3 by the
                              Trustee; Issuance of Certificates.

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

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

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

            (d) Concurrently with (i) the assignment and delivery to the Trustee
of REMIC 1 (including the Residual Interest therein represented by the Class
A-RL Certificates) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section 2.09(a); (ii) the assignment and delivery
to the Trustee of REMIC 2 (including the Residual Interest therein represented
by the Class R-2 Interest) and the acceptance by the Trustee thereof, pursuant
to Section 2.09(b) and the assignment and delivery to the Trustee of REMIC 3
(including the Residual Interest therein represented by the Class R-3 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(c), the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Regular Certificates and the Class A-RL and the Class A-R
Certificates in authorized denominations evidencing the Class R-2 Interest and
the Class R-3 Interest.

SECTION 2.10      Purposes and Powers of the Trust.

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

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

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

            (c) to make payments on the Certificates;

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

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

            The trust is hereby authorized to engage in the foregoing
activities. The Trustee shall not cause the trust to engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding,
and this Section 2.10 may not be amended, without the consent of the
Certificateholders evidencing 51% or more of the aggregate Voting Rights of the
Certificates.
<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

SECTION 3.01      Servicers to Service Mortgage Loans.

            For and on behalf of the Certificateholders, each Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and with Accepted Servicing Practices. The obligations of each of
[______],[______] and [______] hereunder to service and administer the Mortgage
Loans shall be limited to the [______] Serviced Loans, [______] Serviced Loans
and [______] Serviced Loans, respectively; and with respect to the duties and
obligations of each Servicer, references herein to the "Mortgage Loans" or
"related Mortgage Loans" shall be limited to the [______] Serviced Loans (and
the related proceeds thereof and related REO Properties), in the case [______],
the [______] Serviced Loans (and the related proceeds thereof and related REO
Properties), in the case of [______] and the [______] Serviced Loans (and the
related proceeds thereof and related REO Properties), in the case of [______],
and in no event shall any Servicer have any responsibility or liability with
respect to any of the other Mortgage Loans. Notwithstanding anything in this
Agreement, any Subservicing Agreement or the Credit Risk Management Agreement to
the contrary, neither [______], [______], nor [______] shall have any duty or
obligation to enforce any Credit Risk Management Agreement or to supervise,
monitor or oversee the activities of the Credit Risk Manager under its Credit
Risk Management Agreement with respect to any action taken or not taken by
[______],[______] or [______], as applicable, pursuant to a recommendation of
the Credit Risk Manager. In connection with such servicing and administration,
each Servicer shall have full power and authority, acting alone and/or through
Subservicers as provided in Section 3.02 hereof, to do or cause to be done any
and all things that it may deem necessary or desirable in connection with such
servicing and administration, including but not limited to, the power and
authority, subject to the terms hereof (i) to execute and deliver, on behalf of
the Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that a Servicer shall not take any action that is
materially inconsistent with or materially prejudices the interests of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee or the Certificateholders under this Agreement
unless such action is specifically called for by the terms hereof. The Trustee
will provide a limited power of attorney to each Servicer, prepared by each
Servicer and reasonably acceptable to the Trustee, to permit each Servicer to
act on behalf of the Trustee under this Agreement. Each Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney. Each
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer
further is hereby authorized and empowered in its own name or in the name of the
Subservicer, when such Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS(R) System, or cause the removal from the registration of any Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS(R) System,
shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding the
foregoing, subject to Section 3.05(a), the Servicers shall not make or permit
any modification, waiver or amendment of any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment in
Full pursuant to Section 3.10 hereof) which would cause any of REMIC 1, REMIC 2,
REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the
generality of the foregoing, each Servicer, in its own name or in the name of
the Depositor and the Trustee, is hereby authorized and empowered by the
Depositor and the Trustee, when such Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders 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 Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans to the extent that such Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to such Servicer.

            In accordance with the standards of the preceding paragraph, each
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on any Mortgaged
Property (to the extent such Servicer has been notified that such taxes or
assessments have not paid by the related Mortgagor or the owner or the servicer
of the related First Mortgage Loan), which advances shall be reimbursable in the
first instance from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08; provided, however, that each
Servicer shall be required to advance only to the extent that such advances, in
the good faith judgment of such Servicer, will be recoverable by such Servicer
out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the
proceeds of the related Mortgage Loan; and provided, further, that such payments
shall be advanced within such time period required to avoid the loss of the
Mortgaged Property by foreclosure of a tax or other lien. The costs incurred by
a Servicer, if any, in effecting the timely payments of taxes and assessments on
the Mortgaged Properties and related insurance premiums shall not, for the
purpose of calculating monthly distributions to the Certificateholders, be added
to the Stated Principal Balances of the related Mortgage Loans, notwithstanding
that the terms of such Mortgage Loans so permit.

            Subject to the provisions of the first paragraph of this Section,
the Trustee shall execute, at the written request of a Servicer, and furnish to
such Servicer and any Subservicer such documents as are necessary or appropriate
to enable such Servicer or any Subservicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to each Servicer
a power of attorney, to be completed in the form of Exhibit AA hereto, to carry
out such duties. The Trustee shall not be liable for the actions of the
Servicers or any Subservicers under such powers of attorney.

            If the Mortgage relating to a Mortgage Loan had a lien senior to the
Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the
related Servicer, in such capacity, may consent to the refinancing of the prior
senior lien, provided that the following requirements are met:

            (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan
      is no higher than the Combined Loan-to-Value Ratio prior to such
      refinancing; and

            (ii) the interest rate, or, in the case of an adjustable rate
      existing senior lien, the maximum interest rate, for the loan evidencing
      the refinanced senior lien is no more than 2.0% higher than the interest
      rate or the maximum interest rate, as the case may be, on the loan
      evidencing the existing senior lien immediately prior to the date of such
      refinancing; and

            (iii) the loan evidencing the refinanced senior lien is not subject
      to negative amortization.

            With respect to the Mortgage Loans, the Servicer of each Mortgage
Loan agrees that, with respect to the Mortgagors of such Mortgage Loans, such
Servicer for each Mortgage Loan shall furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Company on a monthly basis.

            SECTION 3.02      Subservicing; Enforcement of the Obligations of
                              Subservicers.

            (a) The Mortgage Loans may be subserviced by a Subservicer on behalf
of the related Servicer in accordance with the servicing provisions of this
Agreement, provided that the Subservicer is an approved Fannie Mae or Freddie
Mac seller/servicer in good standing. A Servicer may perform any of its
servicing responsibilities hereunder or may cause the Subservicer to perform any
such servicing responsibilities on its behalf, but the use by such Servicer of
the Subservicer shall not release such Servicer from any of its obligations
hereunder and such Servicer shall remain responsible hereunder for all acts and
omissions of the Subservicer as fully as if such acts and omissions were those
of such Servicer. Each Servicer shall pay all fees and expenses of any
Subservicer engaged by such Servicer from its own funds.

            Notwithstanding the foregoing, each Servicer shall be entitled to
outsource one or more separate servicing functions to a Person (each, an
"Outsourcer") that does not meet the eligibility requirements for a Subservicer,
so long as such outsourcing does not constitute the delegation of such
Servicer's obligation to perform all or substantially all of the servicing of
the related Mortgage Loans to such Outsourcer. In such event, the use by a
Servicer of any such Outsourcer shall not release such Servicer from any of its
obligations hereunder and such Servicer shall remain responsible hereunder for
all acts and omissions of such Outsourcer as fully as if such acts and omissions
were those of such Servicer, and such Servicer shall pay all fees and expenses
of the Outsourcer from such Servicer's own funds.

            (b) At the cost and expense of a Servicer, without any right of
reimbursement from the Depositor, Trustee, the Trust Fund, or the Collection
Account, such Servicer shall be entitled to terminate the rights and
responsibilities of its Subservicer and arrange for any servicing
responsibilities to be performed by a successor Subservicer meeting the
requirements set forth in Section 3.02(a), provided, however, that nothing
contained herein shall be deemed to prevent or prohibit such Servicer, at such
Servicer's option, from electing to service the related Mortgage Loans itself.
In the event that a Servicer's responsibilities and duties under this Agreement
are terminated pursuant to Section 7.01, and if requested to do so by the
Trustee, such Servicer shall at its own cost and expense terminate the rights
and responsibilities of its Subservicer as soon as is reasonably possible. Each
Servicer shall pay all fees, expenses or penalties necessary in order to
terminate the rights and responsibilities of its Subservicer from such
Servicer's own funds without any right of reimbursement from the Depositor,
Trustee, the Trust Fund, or the Collection Account.

            (c) Notwithstanding any of the provisions of this Agreement relating
to agreements or arrangements between a Servicer and its Subservicer, a Servicer
and its Outsourcer, or any reference herein to actions taken through the
Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its
obligations to the Depositor, Trustee or Certificateholders and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the related Mortgage Loans. Each Servicer
shall be entitled to enter into an agreement with its Subservicer and Outsourcer
for indemnification of such Servicer or Outsourcer, as applicable, by such
Subservicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.

            For purposes of this Agreement, a Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the related
Mortgage Loans that are received by a related Subservicer or Outsourcer, as
applicable, regardless of whether such payments are remitted by the Subservicer
or Outsourcer, as applicable, to such Servicer.

            Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Subservicer or an Outsourcer shall be
deemed to be between the Subservicer or an Outsourcer, and related Servicer
alone, and the Depositor, the Trustee, the Special Servicer and the other
Servicer shall have no obligations, duties or liabilities with respect to a
Subservicer including no obligation, duty or liability of the Depositor and
Trustee or the Trust Fund to pay a Subservicer's fees and expenses.

            SECTION 3.03      [Reserved].

            SECTION 3.04      Trustee to Act as Servicer.

            (a) In the event that any Servicer shall for any reason no longer be
a Servicer hereunder (including by reason of an Event of Default), the Trustee
or its successor shall thereupon assume all of the rights and obligations of
such Servicer hereunder arising thereafter (except that the Trustee shall not be
(i) liable for losses of such Servicer pursuant to Section 3.09 hereof or any
acts or omissions of the related predecessor Servicer hereunder, (ii) obligated
to make Advances if it is prohibited from doing so by applicable law or (iii)
deemed to have made any representations and warranties of such Servicer
hereunder). Any such assumption shall be subject to Section 7.02 hereof.

            Each Servicer shall, upon request of the Trustee, but at the expense
of such Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement or substitute Subservicing Agreement and
the Mortgage Loans then being serviced thereunder and hereunder by such Servicer
and an accounting of amounts collected or held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the substitute
Subservicing Agreement to the assuming party.

            (b) [reserved].

            SECTION 3.05      Collection of Mortgage Loans; Collection Accounts;
                              Certificate Account; Pre-Funding Account;
                              Capitalized Interest Account.

            (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans have been paid in full or such Mortgage Loans
have become Liquidated Mortgage Loans, each Servicer shall proceed in accordance
with Accepted Servicing Practices to collect all payments due under each of the
related Mortgage Loans when the same shall become due and payable to the extent
consistent with this Agreement and, consistent with such standard, with respect
to Escrow Mortgage Loans, a Servicer shall ascertain and estimate Escrow
Payments and all other charges that will become due and payable with respect to
the Mortgage Loans and the Mortgaged Properties, to the end that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable. Consistent with the terms of this
Agreement, each Servicer may also waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of strict compliance with any such term or
in any manner grant indulgence to any Mortgagor if in such Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that such Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan (unless such Mortgage Loan is in default
or, in the judgment of such Servicer, such default is reasonably foreseeable),
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
Principal Prepayments to the extent that such reamortization is not inconsistent
with the terms of the Mortgage Loan), increase the principal balance, or extend
the final maturity date of such Mortgage Loan, and, provided however, that in no
event shall such modification reduce the interest rate on a Mortgage Loan below
the rate at which the Servicing Fee with respect to such Mortgage Loan accrues,
provided, further, no such modification will be granted without the prior
consent of the Credit Insurance Provider if so required in the Credit Insurance
Policy and provided, further, that any such waiver, modification, postponement
or indulgence granted to a Mortgagor by a Servicer in connection with its
servicing of the related First Mortgage Loan shall not be considered relevant to
a determination of whether such Servicer has acted consistently with the terms
and standards of this Agreement, so long as in such Servicer's determination
such action is not materially adverse to the interests of the
Certificateholders. In the event of any such arrangement that permits the
deferment of principal and interest payment on any Mortgage Loan, the related
Servicer shall make Advances on the related Mortgage Loan in accordance with the
provisions of Section 4.01 during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. Each Servicer shall not be required to institute or
join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

            (b) Each Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, each of which shall be an Eligible Account, titled "[Servicer's name],
in trust for the Holders of Credit Suisse First Boston Mortgage Acceptance
Corp., Home Equity Mortgage Pass-Through Certificates, Series ____-__" or, if
established and maintained by a Subservicer on behalf of the related Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name],
as agent, trustee and/or bailee of principal and interest custodial account for
[Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage-backed pools". Any funds deposited in a Collection
Account shall at all times be either invested in Eligible Investments or shall
be fully insured to the full extent permitted under applicable law. Funds
deposited in a Collection Account may be drawn on by the applicable Servicer in
accordance with Section 3.08.

            Each Servicer shall deposit in the Collection Account within two
Business Days of receipt and retain therein, the following collections remitted
by Subservicers or payments received by such Servicer and payments made by such
Servicer subsequent to the Cut-off Date, other than Scheduled Payments due on or
before the Cut-off Date:

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

            (ii)  all payments on account of interest on the Mortgage Loans
      adjusted to the per annum rate equal to the Mortgage Rate reduced by the
      related Servicing Fee Rate;

            (iii) all Liquidation Proceeds on the Mortgage Loans;

            (iv)  all Insurance Proceeds (including payments made by the Credit
      Insurance Provider under the Credit Insurance Policy) on the Mortgage
      Loans including amounts required to be deposited pursuant to Section 3.09
      (other than proceeds to be held in the Escrow Account and applied to the
      restoration or repair of the Mortgaged Property or released to the
      Mortgagor in accordance with Section 3.09);

            (v)   all Advances made by such Servicer pursuant to Section 4.01;

            (vi)  with respect to each Principal Prepayment on the Mortgage
      Loans, the Compensating Interest Payment, if any, for the related
      Prepayment Period;

            (vii) any amounts required to be deposited by such Servicer in
      respect of net monthly income from REO Property pursuant to Section 3.11;
      and

            (viii) any other amounts required to be deposited hereunder
      including all collected Prepayment Charges.

            The foregoing requirements for deposit into each Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, Ancillary Income need not be deposited by such
Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, each Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that a
Servicer shall remit any amount not required to be remitted, it may at any time
withdraw or direct the institution maintaining the related Collection Account to
withdraw such amount from such Collection Account, any provision herein to the
contrary notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the Trustee or such other institution
maintaining such Collection Account which describes the amounts deposited in
error in such Collection Account. Each Servicer shall maintain adequate records
with respect to all withdrawals made by it pursuant to this Section. All funds
deposited in a Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.

            (c) On or prior to the Closing Date, the Trustee shall establish and
maintain, on behalf of the Certificateholders, the Certificate Account. The
Trustee shall, promptly upon receipt, deposit in the Certificate Account and
retain therein the following:

            (i) the aggregate amount remitted by each Servicer to the Trustee
      pursuant to Section 3.08(viii);

            (ii) any amount deposited by the Trustee pursuant to Section 3.05(d)
      in connection with any losses on Eligible Investments; and

            (iii) any other amounts deposited hereunder which are required to be
      deposited in the Certificate Account.

            In the event that a Servicer shall remit to the Trustee any amount
not required to be remitted, it may at any time direct the Trustee to withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in the
Certificate Account. All funds deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.08(b).
In no event shall the Trustee incur liability for withdrawals from the
Certificate Account at the direction of a Servicer.

            (d) Each institution at which a Collection Account, the Certificate
Account or the Pre-Funding Account is maintained shall either hold such funds on
deposit uninvested or shall invest the funds therein as directed in writing by
the related Servicer (in the case of a Collection Account), the Trustee (in the
case of the Certificate Account) or the Depositor (in the case of the
Pre-Funding Account), in Eligible Investments, which shall mature not later than
(i) in the case of a Collection Account, the second Business Day immediately
preceding the related Distribution Date and (ii) in the case of the Certificate
Account and the Pre-Funding Account, the Business Day immediately preceding the
Distribution Date and, in each case, shall not be sold or disposed of prior to
its maturity. All income and gain net of any losses realized from any such
balances or investment of funds on deposit in a Collection Account shall be for
the benefit of the related Servicer as servicing compensation and shall be
remitted to it monthly as provided herein. The amount of any realized losses in
a Collection Account incurred in any such account in respect of any such
investments shall promptly be deposited by the related Servicer in the related
Collection Account. The Trustee in its fiduciary capacity shall not be liable
for the amount of any loss incurred in respect of any investment or lack of
investment of funds held in a Collection Account or the Pre-Funding Account. All
income and gain net of any losses realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Trustee as
compensation and shall be remitted to it monthly as provided herein. The amount
of any realized losses in the Certificate Account incurred in any such account
in respect of any such investments shall promptly be deposited by the Trustee in
the Certificate Account. All income and gain net of any losses realized from any
such balances or investment of funds on deposit in the Pre-Funding Account shall
be for the benefit of the Depositor and shall be remitted to it monthly.

            (e) Each Servicer shall give notice to the Trustee, the Seller, each
Rating Agency and the Depositor of any proposed change of the location of the
related Collection Account prior to any change thereof. The Trustee shall give
notice to each Servicer, the Seller, each Rating Agency and the Depositor of any
proposed change of the location of the Certificate Account prior to any change
thereof.

            (f) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-Funding Account. On the Closing Date, the Depositor
shall remit the Pre-Funding Amount to the Trustee for deposit in the Pre-Funding
Account. On each Subsequent Transfer Date, upon satisfaction of the conditions
for such Subsequent Transfer Date set forth in Section 2.01(f), with respect to
the related Subsequent Transfer Agreement, the Trustee shall remit to the
Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the
purchase price for the related Subsequent Mortgage Loans.

            If any funds remain in the Pre-Funding Account on [___________], to
the extent they represent interest earnings on the amounts originally deposited
into the Pre-Funding Account, the Trustee shall distribute them to the order of
the Depositor. The remaining funds in the Pre-Funding Account shall be
transferred to the Certificate Account to be included as part of principal
distributions to the Certificates, in accordance with the priorities set forth
herein, on the [___________] Distribution Date.

            (g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the Closing Date, the
Depositor shall remit the Capitalized Interest Deposit to the Trustee for
deposit in the Capitalized Interest Account. On the Business Day prior to each
of the [__________],[__________] and [__________] Distribution Dates, the
Trustee shall transfer from each Capitalized Interest Account to the Certificate
Account an amount equal to the Capitalized Interest Requirement for such
Distribution Date. On each of the [__________] and [__________] Distribution
Dates, the Overfunded Interest Amount shall be withdrawn from the Capitalized
Interest Account and paid to the Depositor. Any funds remaining in the
Capitalized Interest Account immediately after the [__________] Distribution
Date shall be paid to the Depositor.



            SECTION 3.06      Establishment of and Deposits to Escrow Accounts;
                              Permitted Withdrawals from Escrow Accounts;
                              Payments of Taxes, Insurance and Other Charges.

            (a) To the extent required by the related Mortgage Note and not in
violation of current law, the applicable Servicer shall segregate and hold all
funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, each of which shall be
an Eligible Account, titled, "[Servicer's name], in trust for "Credit Suisse
First Boston Mortgage Acceptance Corp., Home Equity Mortgage Pass-Through
Certificates, Series ____-__ and various mortgagors" or, if established and
maintained by a Subservicer on behalf of the related Servicer, "[Subservicer's
name], in trust for [Servicer's name]" or "[Subservicer's name], as agent,
trustee and/or bailee of taxes and insurance custodial account for [Servicer's
name], its successors and assigns, for various owners of interest in [Servicer's
name] mortgage-backed pools". Funds deposited in the Escrow Account may be drawn
on by the related Servicer in accordance with Section 3.06(b). The creation of
any Escrow Account shall be evidenced by a certification in the form of Exhibit
P-1 hereto, in the case of an account established with a Servicer, or by a
letter agreement in the form of Exhibit P-2 hereto, in the case of an account
held by a depository other than a Servicer. A copy of such certification shall
be furnished to the Depositor and Trustee.

            (b) Each Servicer shall deposit in its Escrow Account or Accounts on
a daily basis within one Business Day of receipt and retain therein:

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

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

            Each Servicer shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 3.06(c). Each Servicer shall be entitled to retain any interest paid on
funds deposited in the related Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the applicable Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.

(c)   Withdrawals from the Escrow Account or Accounts may be made by the related
      Servicer only:

            (i) to effect timely payments of ground rents, taxes, assessments,
      water rates, mortgage insurance premiums, condominium charges, fire and
      hazard insurance premiums or other items constituting Escrow Payments for
      the related Mortgage;

            (ii) to reimburse such Servicer for any Servicing Advances made by
      such Servicer pursuant to this Agreement with respect to a related
      Mortgage Loan, but only from amounts received on the related Mortgage Loan
      which represent late collections of Escrow Payments thereunder;

            (iii) to refund to any Mortgagor any funds found to be in excess of
      the amounts required under the terms of the related Mortgage Loan;

            (iv) for transfer to the related Collection Account to reduce the
      principal balance of the related Mortgage Loan in accordance with the
      terms of the related Mortgage and Mortgage Note;

            (v) for application to restore or repair of the related Mortgaged
      Property in accordance with the procedures outlined in Section 3.09;

            (vi) to pay to such Servicer, or any Mortgagor to the extent
      required by law, any interest paid on the funds deposited in such Escrow
      Account;

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

            (viii) to remove funds inadvertently placed in the Escrow Account by
      such Servicer.

            SECTION 3.07      Access to Certain Documentation and Information
                              Regarding the Mortgage Loans; Inspections.

            (a) Each Servicer shall afford the Depositor and the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by such
Servicer. Payments on the Mortgage Loans, including any Payoffs, made in
accordance with the related Mortgage File will be entered into the related
Servicer's set of records no more than two Business Days after receipt, and
allocated to principal or interest as specified in the related Mortgage File. In
addition, each Servicer shall provide to the Special Servicer reasonable access
to all records and documentation regarding the Mortgage Loans serviced by it
that become Special Serviced Mortgage Loans. Each Servicer may, from time to
time, provide the Depositor, and any Person designated by the Depositor, with
reports and information regarding the Mortgage Loans, including without
limitation, information requested by the Depositor or an originator of the
Mortgage Loans for required institutional risk control.

            (b) Each Servicer shall inspect the Mortgaged Properties as often as
deemed necessary by such Servicer in such Servicer's sole discretion, to assure
itself that the value of such Mortgaged Property is being preserved. In
addition, if any Mortgage Loan is more than 60 days delinquent, each Servicer
shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. Each
Servicer shall keep a written or electronic report of each such inspection.

            SECTION 3.08      Permitted Withdrawals from the Collection Accounts
                              and Certificate Account.

            Each Servicer may (and in the case of clause (viii) below, shall)
from time to time make withdrawals from the related Collection Account for the
following purposes:

            (i) to pay to such Servicer (to the extent not previously retained
      by such Servicer) the servicing compensation to which it is entitled
      pursuant to Section 3.14, and to pay to such Servicer, as additional
      servicing compensation, earnings on or investment income with respect to
      funds in or credited to such Collection Account;

            (ii) to reimburse such Servicer for unreimbursed Advances made by
      it, such right of reimbursement pursuant to this subclause (ii) being
      limited to amounts received on the Mortgage Loan(s) in respect of which
      any such Advance was made (including without limitation, late recoveries
      of payments, Liquidation Proceeds and Insurance Proceeds, amounts
      representing proceeds of other insurance policies, if any, covering the
      related Mortgaged Property, rental and other income from REO Property and
      proceeds of any purchase or repurchase of the related Mortgage Loan to the
      extent deposited in the Collection Account);

            (iii) to reimburse such Servicer for any Nonrecoverable Advance
      previously made from collections or proceeds of any of the Mortgage Loans;

            (iv) to reimburse such Servicer for (A) unreimbursed Servicing
      Advances, such Servicer's right to reimbursement pursuant to this clause
      (A) with respect to any Mortgage Loan being limited to amounts received on
      such Mortgage Loan which represent late payments of principal and/or
      interest (including, without limitation, Liquidation Proceeds and
      Insurance Proceeds, amounts representing proceeds of other insurance
      policies, if any, covering the related Mortgaged Property, rental and
      other income from REO Property and proceeds of any purchase or repurchase
      of the related Mortgage Loan with respect to such Mortgage Loan)
      respecting which any such advance was made, (B) for unpaid Servicing Fees
      as provided in Section 3.11 hereof and (C) in the case of [________], for
      unpaid Servicing Fees not otherwise collected from Liquidation Proceeds;

            (v) to pay to the purchaser, with respect to each Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of
      such purchase;

            (vi) to reimburse such Servicer or the Depositor for expenses
      incurred by any of them and reimbursable pursuant to Section 6.03 hereof;

            (vii) to withdraw any amount deposited in such Collection Account
      and not required to be deposited therein;

            (viii) on or prior to the Servicer Cash Remittance Date, to withdraw
      an amount equal to the Available Funds (other than clause (vi) thereof)
      plus any related Expense Fees (other than the Servicing Fee) for such
      Distribution Date and any Prepayment Charges received in respect of the
      Mortgage Loans, subject to the collection of funds included in the
      definition of "Available Funds" and remit such amount to the Trustee for
      deposit in the Certificate Account;

            (ix) to pay itself any Prepayment Interest Excess; provided that in
      accordance with the definition of "Prepayment Interest Excess," the
      applicable Servicer shall only be entitled to Prepayment Interest Excess
      with respect to any Mortgage Loan and any Distribution Date if the related
      Principal Prepayment in full is deposited to the related Collection
      Account pursuant to Section 3.05(b)(i) hereof in the same month as such
      Principal Prepayment in full is made, to be included with distributions on
      such Distribution Date;

            (x) to clear and terminate such Collection Account upon termination
      of this Agreement pursuant to Section 9.01 hereof;

            (xi) to invest funds in certain Eligible Investments and to transfer
      funds to another Eligible Account; and

            (xii) to reimburse such Servicer for any unpaid Servicing Fees to
      which such Servicer is entitled under this Agreement, including (A) in
      connection with the termination of the obligations of such Servicer and
      (B) any accrued and unpaid Servicing Fees at the time a Mortgage Loan
      becomes a Charged Off Loan.

            Each Servicer shall keep and maintain separate accounting, on a
Mortgage Loan basis for the purpose of justifying any withdrawal from the
Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to
making any withdrawal from a Collection Account pursuant to subclause (iii), the
related Servicer shall deliver to the Trustee a certificate of a Servicing
Officer indicating the amount of any previous Advance determined by such
Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and their respective portions of such Nonrecoverable Advance.
Reconciliations will be prepared by each Servicer for the related Collection
Account within 30 calendar days after the bank statement cut-off date. All items
requiring reconciliation will be resolved within 90 calendar days of their
original identification.

            The Trustee shall withdraw funds from the Certificate Account for
distributions to the Certificateholders, the Credit Insurance Provider and the
Credit Risk Manager, if applicable, in the manner specified in this Agreement
(and to withhold from the amounts so withdrawn, the amount of any taxes that it
is authorized to withhold pursuant to the last paragraph of Section 8.11). In
addition, the Trustee may from time to time make withdrawals from the
Certificate Account for the following purposes:

            (i) to pay to itself the Trustee Fee and any investment income
      earned for the related Distribution Date;

            (ii) to withdraw and return to the applicable Servicer for deposit
      to the Collection Account any amount deposited in the Certificate Account
      and not required to be deposited therein; and

            (iii) to clear and terminate the Certificate Account upon
      termination of this Agreement pursuant to Section 9.01 hereof.

            SECTION 3.09      Maintenance of Hazard Insurance and Mortgage
                              Impairment Insurance; Claims; Restoration of
                              Mortgaged Property.

            Each Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage on
all of the related Mortgage Loans, which policy shall provide coverage in an
amount equal to the amount at least equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan and (ii) the
greater of (A) the outstanding principal balance of the Mortgage Loan and (B) an
amount such that the proceeds of such policy shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming co-insurer. Any amounts collected
by a Servicer under any such policy relating to a Mortgage Loan (for the
avoidance of doubt, remaining after application of any such amounts to any
related First Mortgage Loan) shall be deposited in the related Collection
Account subject to withdrawal pursuant to Section 3.08. Such policy may contain
a deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a standard hazard insurance policy,
and there shall have been a loss which would have been covered by such policy,
the related Servicer shall deposit in the related Collection Account at the time
of such loss the amount not otherwise payable under the blanket policy because
of such deductible clause which is in excess of a deductible under a standard
hazard insurance policy, such amount to be deposited from such Servicer's funds,
without reimbursement therefor. Upon request of the Trustee, a Servicer shall
cause to be delivered to the Trustee a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without 30 days' prior written notice to the
Trustee. In connection with its activities as Servicer of the Mortgage Loans,
each Servicer agrees to present, on behalf of itself, the Depositor, and the
Trustee for the benefit of the Certificateholders, claims under any such blanket
policy.

            Pursuant to Section 3.05, any amounts collected by a Servicer under
any such policies (other than amounts to be deposited in the related Escrow
Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with such Servicer's normal servicing
procedures) shall be deposited in the related Collection Account (subject to
withdrawal pursuant to Section 3.08). Any costs incurred by a Servicer in
maintaining such insurance shall be recoverable by such Servicer as a Servicing
Advance out of payments by the related Mortgagor or out of Insurance Proceeds or
Liquidation Proceeds. Notwithstanding anything to the contrary in this
paragraph, each Servicer shall be required to pay the costs of maintaining any
insurance contemplated by this Section 3.09 only to the extent that such
advances, in the good faith judgment of such Servicer, will be recoverable.

            A Servicer need not obtain the approval of the Trustee prior to
releasing any Insurance Proceeds to the Mortgagor to be applied to the
restoration or repair of the Mortgaged Property if such release is in accordance
with Accepted Servicing Practices. At a minimum, each Servicer shall comply with
the following conditions in connection with any such release of Insurance
Proceeds in excess of $10,000:

            (i) such Servicer shall receive satisfactory independent
      verification of completion of repairs and issuance of any required
      approvals with respect thereto;

            (ii) such Servicer shall take all steps necessary to preserve the
      priority of the lien of the Mortgage, including, but not limited to
      requiring waivers with respect to mechanics' and materialmen's liens; and

            (iii) pending repairs or restoration, such Servicer shall place the
      Insurance Proceeds in the related Escrow Account, if any.

            If the Trustee is named as an additional loss payee, the related
Servicer is hereby empowered to endorse any loss draft issued in respect of such
a claim in the name of the Trustee.

            SECTION 3.10      Enforcement of Due-on-Sale Clauses; Assumption
                              Agreements.

            Each Servicer shall use its best efforts to enforce any
"due-on-sale" provision contained in any related Mortgage or Mortgage Note and
to deny assumption by the person to whom the Mortgaged Property has been or is
about to be sold whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable on the Mortgage and the Mortgage
Note. When the Mortgaged Property has been conveyed by the Mortgagor, the
related Servicer shall, to the extent it has knowledge of such conveyance,
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that such Servicer
shall not exercise such rights if prohibited by law from doing so or if the
exercise of such rights would impair or threaten to impair any recovery under
the related Primary Insurance Policy, if any or, if consistent with Accepted
Servicing Practices, such Servicer believes the collections and other recoveries
in respect of such Mortgage Loans could reasonably be expected to be maximized
if the Mortgage Loan were not accelerated.

            If a Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause or, if any of the other conditions set
forth in the last sentence of the preceding paragraph apply, such Servicer shall
enter into (i) an assumption and modification agreement with the person to whom
such property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon or
(ii) in the event such Servicer is unable under applicable law to require that
the original Mortgagor remain liable under the Mortgage Note and such Servicer
has the prior consent of the primary mortgage guaranty insurer, a substitution
of liability agreement with the purchaser of the Mortgaged Property pursuant to
which the original Mortgagor is released from liability and the purchaser of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. Notwithstanding the foregoing, a Servicer shall not be deemed to
be in default under this Section by reason of any transfer or assumption which
such Servicer reasonably believes it is restricted by law from preventing, for
any reason whatsoever. In connection with any such assumption, no material term
of the Mortgage Note, including without limitation, the Mortgage Rate borne by
the related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.

            Subject to each Servicer's duty to enforce any due-on-sale clause to
the extent set forth in this Section 3.10, in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, such Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property to such Person.
In connection with any such assumption, no material term of the Mortgage Note
may be changed. Together with each such substitution, assumption or other
agreement or instrument delivered to the Trustee for execution by it, the
related Servicer shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this Section 3.10 have been met in
connection therewith. The related Servicer shall notify the Trustee that any
such substitution or assumption agreement has been completed by forwarding to
the Trustee the original of such substitution or assumption agreement, which in
the case of the original shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof. Any fee
collected by a Servicer for entering into an assumption, modification or
substitution of liability agreement will be retained by such Servicer as
additional servicing compensation.

            SECTION 3.11      Realization Upon Defaulted Mortgage Loans;
                              Repurchase of Certain Mortgage Loans.

            (a) (i) Each Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties securing such of the
related Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
With respect to such of the Mortgage Loans as come into and continue in default,
each Servicer will decide whether to (i) foreclose upon the Mortgaged Properties
securing such Mortgage Loans, (ii) write off the unpaid principal balance of the
Mortgage Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv)
accept a short sale (a payoff of the Mortgage Loan for an amount less than the
total amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permit a short refinancing (a payoff of the
Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (v) arrange for a repayment plan, or (vi) agree
to a modification in accordance with this Agreement. In connection with such
decision, the related Servicer shall take such action as (i) such Servicer would
take under similar circumstances with respect to a similar mortgage loan held
for its own account for investment, (ii) shall be consistent with Accepted
Servicing Practices, (iii) such Servicer shall determine consistently with
Accepted Servicing Practices to be in the best interest of the Trustee and
Certificateholders, provided, that actions taken by a Servicer in connection
with its servicing of the related First Mortgage Loan shall not be considered
relevant to a determination of whether such Servicer has met the standard set
forth in this clause (iii), so long as in such Servicer's determination such
action is not materially adverse to the interests of the Certificateholders and
(iv) is consistent with the requirements of the insurer under any Required
Insurance Policy and the Credit Insurance Provider under the Credit Insurance
Policy; provided, however, that such Servicer shall not be required to expend
its own funds in connection with any foreclosure or towards the restoration of
any property unless it shall determine in its sole discretion (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of the
related Mortgage Loan after reimbursement to itself of such expenses and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
related Collection Account). The related Servicer shall be responsible for all
other costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from the liquidation
proceeds with respect to the related Mortgaged Property, as provided in the
definition of Liquidation Proceeds and as provided in Section 3.08(iv)(A).

            (ii) Notwithstanding anything to the contrary contained in this
      Agreement, with respect to any Mortgage Loan (x) that is not an [________]
      Covered Loan or (y) for which coverage under the Credit Insurance Policy
      is no longer available that is one hundred twenty (120) days delinquent,
      the related Servicer shall obtain a broker's price opinion with respect to
      the related Mortgaged Property and shall use all reasonable efforts to
      obtain a total indebtedness balance (including, but not limited to, unpaid
      principal, interest, escrows, taxes and expenses) for any related senior
      lien. The cost of obtaining any such broker's price opinion shall be
      reimbursable to the related Servicer as a Servicing Advance pursuant to
      Section 3.08(iii) or (iv). After obtaining the related broker's price
      opinion, the related Servicer will determine whether any Significant Net
      Recovery is possible through foreclosure proceedings or other liquidation
      of the related Mortgaged Property. If the related Servicer determines that
      (x) no Significant Net Recovery is possible or (y) the potential Net
      Recoveries are anticipated to be an amount, determined by the related
      Servicer in its good faith judgment and in light of other mitigating
      circumstances, that is insufficient to warrant proceeding through
      foreclosure or other liquidation of the related Mortgaged Property, it
      may, at its discretion, charge off such delinquent Mortgage Loan in
      accordance with subsections (a)(iii) and (a)(iv) below.

            (iii) With respect to any Mortgage Loan (x) that is not an
      [________] Covered Loan or (y) for which coverage under the Credit
      Insurance Policy is no longer available, if the related Servicer
      determines based on the broker's price opinion obtained under paragraph
      (a)(ii) above and other relevant considerations that (x) no Significant
      Net Recovery is possible through foreclosure proceedings or other
      liquidation of the related Mortgaged Property or (y) the potential Net
      Recoveries are anticipated to be an amount, determined by the related
      Servicer in its good faith judgment and in light of other mitigating
      circumstances, that is insufficient to warrant proceeding through
      foreclosure or other liquidation of the related Mortgaged Property, it
      will be obligated to charge off the related Mortgage Loan at the time such
      Mortgage Loan becomes 180 days delinquent. Once a Mortgage Loan has been
      charged off, the related Servicer will discontinue making Advances, the
      related Servicer will not be entitled to any additional servicing
      compensation (except as described in paragraphs(a)(ii) or (a)(iv) of this
      Section 3.11), the Charged Off Loan will give rise to a Realized Loss, and
      the related Servicer will follow the procedures described in paragraph
      (a)(iv) below. If the related Servicer determines that (x) a Significant
      Net Recovery is possible through foreclosure proceedings or other
      liquidation of the Mortgaged Property and (y) the potential Net Recoveries
      are anticipated to be an amount, determined by the related Servicer in its
      good faith judgment and in light of other mitigating circumstances, that
      is sufficient to warrant proceeding through foreclosure or other
      liquidation of the related Mortgaged Property, such Servicer may continue
      to make Advances or Servicing Advances on the related Mortgage Loan that
      has become 180 days delinquent and, will notify the Credit Risk Manager of
      that decision.

            (iv) (A) Any [________] Serviced Loan that becomes a Charged Off
      Loan may continue to be serviced by [________] for the Certificateholders
      using [________] Special Servicing. [________] will accrue, but not be
      entitled to, any Servicing Fees and reimbursement of expenses in
      connection with such Charged Off Loans, except to the extent of funds
      available from the aggregate amount of recoveries on all [________]
      Serviced Loans that are Charged Off Loans. Such aggregate recovery amounts
      on [________] Serviced Loans that are Charged Off Loans shall be paid to
      [________] first, as reimbursement of any outstanding and unpaid expenses,
      and second, as any accrued and unpaid Servicing Fees. [________] will only
      be entitled to previously accrued Servicing Fees and expenses on any such
      Charged Off Loans. [________] will not be entitled to receive any future
      unaccrued Servicing Fees or expenses from collections on such Charged Off
      Loans. Any Charged Off Loan serviced by [________] using [________]
      Special Servicing shall be so serviced until the Release Date described
      below. Any Net Recoveries on such Charged Off Loans received prior to the
      Release Date will be included in Available Funds.

            (B) With respect to any [______] Serviced Loan that becomes a
      Charged Off Loan, [______] shall notify [______] of its decision to charge
      off such Mortgage Loan and the servicing of such [______] Serviced Loan
      will be transferred to [______], such transfer to be initiated by [______]
      on the 15th day of the month (or if the 15th of the month is not a
      Business Day, the next Business Day) following the month in which such
      [______] Serviced Loan becomes a Charged Off Loan and may be serviced, at
      [______]'s discretion, using [______] Special Servicing as provided in
      paragraph (iv)(C) below. Immediately upon transfer of any [______]
      Serviced Loan to [______], [______]shall be reimbursed for all
      unreimbursed Advances and Servicing Advances (including any trailing
      expenses incurred prior to but invoiced after the date servicing is
      transferred to [______], so long as [______] notifies the Trustee of such
      trailing expenses within 90 days of the date of such transfer) and unpaid
      Servicing Fees relating to such transferred Mortgage Loan out of funds on
      deposit in the Collection Account. [______] shall provide an Officer's
      Certificate to the Trustee no later than the related Servicer Remittance
      Date evidencing the amount to be reimbursed pursuant to the previous
      sentence with respect to any Mortgage Loans transferred by [______] to
      [______]. ______] shall notify the Trustee of any [______] Serviced Loan
      that is transferred to [______]. [______] shall provide servicing
      information on such transferred Mortgage Loans as reasonably requested by
      [______] including, but not limited to, an electronic data tape containing
      the fields set forth in Exhibit T hereto, and an electronic file or hard
      copy containing collection comments, outstanding advance balances, payment
      histories, and hardcopies of any imaged files. [______] shall be
      responsible for any other reasonable actions required by Accepted
      Servicing Practices relating to the transfer of servicing and the charging
      off of such Mortgage Loans. All costs of such transfer of the electronic
      data tape and files relating to [______] Serviced Loans shall be paid by
      [______]. [______] shall not be responsible for [______]'s boarding costs
      of such transferred Mortgage Loans. [______] shall not be responsible for
      the reimbursement of any Advance or Servicing Advance on a transferred
      Mortgage Loan. [______] shall be entitled to a boarding fee of $25 for
      each [______] Serviced Loan that is transferred to [______]. Ay such
      boarding fee shall be payable to [______] as a Servicing Advance.

            (C) Any (x) [______] Serviced Loan that becomes a Charged Off Loan
      and (y) [______] Serviced Loan that becomes a Charged Off Loan and is
      transferred to [________] pursuant to paragraph (iv)(B) above may continue
      to be serviced by [________] for the Certificateholders using [________]
      Special Servicing. [________] will accrue, but not be entitled to, any
      Servicing Fees and reimbursement of expenses in connection with such
      Charged Off Loans, except to the extent of funds available from the
      aggregate amount of recoveries on all [________] Serviced Loans that are
      Charged Off Loans. Such aggregate recovery amounts on [________] Serviced
      Loans that are Charged Off Loans shall be paid to [________] first, as
      reimbursement of any outstanding and unpaid expenses, and second, as any
      accrued and unpaid Servicing Fees. [________] will only be entitled to
      previously accrued Servicing Fees and expenses on any such Charged Off
      Loans. [________] will not be entitled to receive any future unaccrued
      Servicing Fees or expenses from collections on such Charged Off Loans. Any
      Charged Off Loan serviced by [________] using [________] Special Servicing
      shall be so serviced until the Release Date described below. Any Net
      Recoveries on such Charged Off Loans received prior to the Release Date
      will be included in Available Funds.

            On the date (the "Release Date") which is no more than six months
after the date on which [________] or [________] begins servicing any Charged
Off Loans using [________] Special Servicing or [________] Special Servicing, as
applicable, unless specific Net Recoveries are anticipated by [________] or
[________], as applicable, on a particular Charged Off Loan (in which case the
Release Date will be delayed until all such specific anticipated Net Recoveries
are received), such Charged Off Loan will be released from the Trust Fund, will
no longer be an asset of any REMIC, and will be transferred to the Class X-2
Certificateholders, without recourse, and thereafter (i) those Holders, as
identified with contact information in writing to the related Servicer by the
Depositor, will be entitled to any amounts subsequently received in respect of
any such Released Loans, subject to the related Servicer's fees described below,
(ii) the Majority in Interest Class X-2 Certificateholder may designate any
servicer to service any such Released Loan, (iii) the Majority in Interest Class
X-2 Certificateholder may sell any such Released Loan to a third party and (iv)
to the extent the servicing of such Charged Off Loans is not transferred from
the related Servicer, the servicing of such Charged Off Loans and the fees
therefor shall be governed by the most current servicing agreement between the
related Servicer and the Seller. Notwithstanding the previous sentence, if at
any time after a Mortgage Loan has been Charged Off and prior to six months
after the date on which [________] or [________] begins servicing such Charged
Off Loan using [________] Special Servicing or [________] Special Servicing, as
applicable, [________] or [________], as applicable, determines that there will
not be any Net Recoveries on such Charged Off Loan under any circumstances,
[________] or [________], as applicable, may release such Charged Off Loan to
the Majority in Interest Class X-2 Certificateholder in accordance with the
provisions set forth in the previous sentence.

            Notwithstanding the foregoing, the procedures described above in
this subsection 3.11(a)(iv) relating to the treatment of Charged Off Loans may
be modified at any time at the discretion of the Majority in Interest Class X-1
Certificateholder, with the consent of [________] and [________], which consents
shall not be unreasonably withheld; provided, however, that in no event shall
the Majority in Interest Class X-1 Certificateholder change the fee structure
relating to Charged Off Loans in a manner that would cause fees to be paid to
[________] and [________] other than from recoveries on Charged Off Loans.

            The Trustee shall track collections received by [________] and
[________] on any Charged Off Loans based upon loan level data provided to the
Trustee by [________] and [________] on each Servicer Data Remittance Date in a
report in the form of Exhibit U hereto, identifying the Charged Off Loans as of
the related Due Period that [________] or [________], as applicable, will
continue to service until the related Release Date using [________] Special
Servicing or [________] Special Servicing, as applicable. On each Distribution
Date, the Trustee shall verify, based on the recovery and expense information
provided by [________] or [________], as applicable, on the related Servicer
Data Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing
Fees to be paid to [________] or [________], as applicable, and expenses to be
reimbursed to [________] or [________], as applicable, on such Charged Off Loans
as of the related Due Period and (ii) the amount of Net Recoveries on such
Charged Off Loans for such Distribution Date. The Trustee shall be entitled to
rely, without independent verification, on the loan level data provided by
[________] or [________], as applicable, that identifies the recovery amounts
and the outstanding and unpaid expenses on any Charged Off Loan in order to
verify the amount in clause (ii) of the previous sentence. The Trustee will be
responsible for independently verifying the aggregate amount of accrued and
unpaid Servicing Fees described in clause (i) of the second preceding sentence
to be paid to [________] or [________], as applicable.

            (v) Notwithstanding anything to the contrary contained in this
      Agreement, in connection with a foreclosure or acceptance of a deed in
      lieu of foreclosure, in the event the related Servicer has reasonable
      cause to believe that a Mortgaged Property is contaminated by hazardous or
      toxic substances or wastes, or if the Trustee otherwise requests, an
      environmental inspection or review of such Mortgaged Property conducted by
      a qualified inspector shall be arranged for by the such Servicer. Upon
      completion of the inspection, the related Servicer shall promptly provide
      the Trustee with a written report of environmental inspection. It is
      understood by the parties hereto that any cost related to such inspection
      shall be advanced by the related Servicer and will be deemed a Servicing
      Advance in accordance with the provisions of Section 3.08 hereof.

            (vi) In the event the environmental inspection report indicates that
      the Mortgaged Property is contaminated by hazardous or toxic substances or
      wastes, the related Servicer shall not proceed with foreclosure or
      acceptance of a deed in lieu of foreclosure if the estimated costs of the
      environmental clean up, as estimated in the environmental inspection
      report, together with the Servicing Advances made by such Servicer and the
      estimated costs of foreclosure or acceptance of a deed in lieu of
      foreclosure exceeds the estimated value of the Mortgaged Property. If
      however, the aggregate of such clean up and foreclosure costs and
      Servicing Advances are less than or equal to the estimated value of the
      Mortgaged Property, then the related Servicer may, in its reasonable
      judgment and in accordance with Accepted Servicing Practices, choose to
      proceed with foreclosure or acceptance of a deed in lieu of foreclosure
      and such Servicer shall be reimbursed for all reasonable costs associated
      with such foreclosure or acceptance of a deed in lieu of foreclosure and
      any related environmental clean up costs, as applicable, from the related
      Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to
      fully reimburse such Servicer, such Servicer shall be entitled to be
      reimbursed from amounts in the related Collection Account pursuant to
      Section 3.08 hereof. In the event the related Servicer does not proceed
      with foreclosure or acceptance of a deed in lieu of foreclosure pursuant
      to the first sentence of this paragraph, such Servicer shall be reimbursed
      for all Servicing Advances made with respect to the related Mortgaged
      Property from the related Collection Account pursuant to Section 3.08
      hereof, such Servicer shall have no further obligation to service such
      Mortgage Loan under the provisions of this Agreement and the related
      Mortgage Loan will be transferred to [________] in accordance with
      paragraph (iv) above.

            (b) With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of [______________] (or in the case of a
successor trustee, the name of such successor trustee), the Trustee for the
benefit of the Certificateholders of Home Equity Mortgage Trust Series ____-__,
or its nominee, on behalf of the Certificateholders. The Trustee's name shall be
placed on the title to such REO Property solely as the Trustee hereunder and not
in its individual capacity. Pursuant to its efforts to sell such REO Property,
the related Servicer shall in accordance with Accepted Servicing Practices
manage, conserve, protect and operate each REO Property for the purpose of its
prompt disposition and sale. The related Servicer, either itself or through an
agent selected by such Servicer, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed. The
related Servicer may rent such property, as such Servicer deems to be in the
best interest of the Trustee and the Certificateholders for the period prior to
the sale of such REO Property on such terms and conditions and for such periods
as such Servicer deems to be in the best interest of the Trustee and the
Certificateholders. The related Servicer shall furnish to the Trustee on or
before each Distribution Date a statement with respect to any REO Property
covering the liquidation thereof during the previous calendar month. That
statement shall be accompanied by such other information as the Trustee shall
reasonably request and which is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the related
Collection Account no later than the close of business on each Determination
Date. The related Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the
same to the Trustee for filing. Notwithstanding the previous sentence, with
respect to any [________] Serviced Loan that becomes a Charged Off Loan and is
transferred to [________] pursuant to Section 3.11(a)(iv)(B) above, [________]
shall not file a Form 1099C or other tax report relating to the forgiveness of
debt of the related Mortgagor.

            To the extent consistent with Accepted Servicing Practices, the
related Servicer shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is equal to the outstanding
principal balance of the related Mortgage Loan (as reduced by any amount applied
as a reduction of principal at the time of acquisition of the REO Property),
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above. Any costs incurred by a Servicer in maintaining such insurance
shall be recoverable by such Servicer as a Servicing Advance out of payments by
the related Mortgagor or out of Insurance Proceeds or Liquidation Proceeds.
Notwithstanding anything to the contrary in this paragraph, each Servicer shall
be required to pay the costs of maintaining any insurance contemplated by this
Section 3.11(b) only to the extent that such advances, in the good faith
judgment of such Servicer, will be recoverable.

            (c) In the event that the Trust Fund acquires any Mortgaged Property
as aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the related Servicer shall dispose of such Mortgaged Property
prior to three years after the end of the calendar year of its acquisition by
the Trust Fund unless (i) the Trustee shall have been supplied with an Opinion
of Counsel to the effect that the holding by the Trust Fund of such Mortgaged
Property subsequent to such three-year period will not result in the imposition
of taxes on "prohibited transactions" of any REMIC hereunder as defined in
section 860F of the Code or cause any REMIC hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel) or (ii) the applicable Servicer shall have
applied for, prior to the expiration of such three-year period, an extension of
such three-year period in the manner contemplated by Section 856(e)(3) of the
Code, in which case the three-year period shall be extended by the applicable
extension period. The applicable Servicer shall be entitled to be reimbursed
from the Collection Account, as a Servicing Advance, for any costs incurred in
obtaining such Opinion of Counsel. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used for the production of income
by or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or (ii) subject
any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the related Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of any such taxes.

            In the event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a
deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the related Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on the Mortgage Loan.

            (d) The income earned from the management of any REO Properties, net
of reimbursement to such Servicer for expenses incurred (including any property
or other taxes) in connection with such management and net of applicable accrued
and unpaid Servicing Fees, and unreimbursed Advances and Servicing Advances,
shall be applied to the payment of principal and interest on the related
defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans
were still current) and all such income shall be deemed, for all purposes in
this Agreement, to be payments on account of principal and interest on the
related Mortgage Notes and shall be deposited into the related Collection
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Mortgage Loan for such calendar
month, such excess shall be considered to be a partial prepayment of principal
of the related Mortgage Loan.

            No Servicer shall acquire any Mortgaged Property on behalf of any
REMIC created hereunder in connection with a default or imminent default on a
Foreclosure Restricted Loan, if acquiring title to the Mortgaged Property
underlying the loan would cause the adjusted basis, for federal income tax
purposes, of these Mortgaged Properties owned by the related REMIC after
foreclosure, along with any other assets owned by the related REMIC other than
"qualified mortgages" and "permitted investments" within the meaning of Section
860G of the Code, to exceed 0.75% of the adjusted basis of the assets of the
related REMIC. If the adjusted basis of such Mortgaged Properties in
foreclosure, along with any other assets owned by the related REMIC, other than
"qualified mortgages" and "permitted investments" with the meaning of Section
860G of the Code, exceed 1.0% of the adjusted basis of the assets of the related
REMIC immediately after the distribution of principal and interest on any
Distribution Date, the applicable Servicer will dispose of enough of such
Mortgaged Properties in foreclosure, for cash or otherwise, so that the adjusted
basis of such Mortgaged Properties in foreclosure, along with any other assets
owned by the related REMIC, other than "qualified mortgages" and "permitted
investments" within the meaning of Section 860G of the Code, will be less than
1.0% of the adjusted basis of the assets of the related REMIC. With respect to
each Servicer, the foregoing percentage limitations will apply only to the
Mortgage Loans serviced by such Servicer.

            (e) The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, if applicable, will be applied in the following
order of priority: first, to reimburse the related Servicer for any related
unreimbursed Servicing Advances and Servicing Fees; second, to reimburse such
Servicer for any unreimbursed Advances; third, to reimburse the related
Collection Account for any Nonrecoverable Advances (or portions thereof) that
were previously withdrawn by such Servicer pursuant to Section 3.08(iii) that
related to such Mortgage Loan; fourth, to accrued and unpaid interest (to the
extent no Advance has been made for such amount or any such Advance has been
reimbursed) on the Mortgage Loan or related REO Property, at the per annum rate
equal to the related Mortgage Rate reduced by the related Servicing Fee Rate, to
the Due Date occurring in the month in which such amounts are required to be
distributed; and fifth, as a recovery of principal of the Mortgage Loan. Excess
proceeds, if any, from the liquidation of a Liquidated Mortgage Loan will be
retained by the related Servicer as additional servicing compensation pursuant
to Section 3.14.

            (f) [reserved].

            (g) The Majority in Interest Class X-2 Certificateholder, at its
option, may (but is not obligated to) repurchase from the Trust Fund, (a) any
related Mortgage Loan that is delinquent in payment by three or more Scheduled
Payments or (b) any related Mortgage Loan with respect to which there has been
initiated legal action or other proceedings for the foreclosure of the related
Mortgaged Property either judicially or non-judicially. If it elects to make any
such repurchase, the Majority in Interest Class X-2 Certificateholder shall
repurchase such Mortgage Loan with its own funds at a price equal to the
Repurchase Price for such Mortgage Loan. The Majority in Interest Class X-2
Certificateholder may designate any servicer to service any such Mortgage Loan
purchased from the Trust.

            SECTION 3.12      Trustee to Cooperate; Release of Mortgage Files.

            Upon the payment in full of any Mortgage Loan, or the receipt by a
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, such Servicer will immediately notify the Trustee
(or the related Custodian, as the case may be) by delivering, or causing to be
delivered a "Request for Release" substantially in the form of Exhibit M. Upon
receipt of such request, the Trustee (or the related Custodian, as the case may
be) shall within three Business Days release the related Mortgage File to the
related Servicer, and the Trustee shall within three Business Days of such
Servicer's direction execute and deliver to such Servicer the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by such
Servicer, together with the Mortgage Note with written evidence of cancellation
thereon. Each Servicer is authorized to cause the removal from the registration
on the MERS(R) System of such Mortgage, if applicable, and to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of satisfaction or cancellation or of partial or full
release. Expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the related Mortgagor to the extent
permitted by law and otherwise shall constitute a Servicing Advance. From time
to time and as shall be appropriate for the servicing or foreclosure of any
Mortgage Loan, including for such purpose, collection under any policy of flood
insurance, any fidelity bond or errors or omissions policy, or for the purposes
of effecting a partial release of any Mortgaged Property from the lien of the
Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the Trustee shall,
within three Business Days of delivery to the Trustee (or the related Custodian,
as the case may be) of a Request for Release in the form of Exhibit M signed by
a Servicing Officer, release the Mortgage File to the related Servicer. Subject
to the further limitations set forth below, the related Servicer shall cause the
Mortgage File or documents so released to be returned to the Trustee (or the
related Custodian, as the case may be) when the need therefor by such Servicer
no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Collection Account, in which case such
Servicer shall deliver to the Trustee (or the related Custodian, as the case may
be) a Request for Release in the form of Exhibit M, signed by a Servicing
Officer.

            If a Servicer at any time seeks to initiate a foreclosure proceeding
in respect of any Mortgaged Property as authorized by this Agreement, such
Servicer shall, if applicable, deliver or cause to be delivered to the Trustee,
for signature, as appropriate, any court pleadings, requests for trustee's sale
or other documents (which, if acceptable by the related court, may be copies)
necessary to effectuate such foreclosure or any legal action brought to obtain
judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain
a deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.

            SECTION 3.13      Documents, Records and Funds in Possession of a
                              Servicer to be Held for the Trustee.

            Notwithstanding any other provisions of this Agreement, each
Servicer shall transmit to the Trustee as required by this Agreement all
documents and instruments in respect of a Mortgage Loan coming into the
possession of the related Servicer from time to time required to be delivered to
the Trustee pursuant to the terms hereof and shall account fully to the Trustee
for any funds received by such Servicer or which otherwise are collected by such
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. All Mortgage Files and funds collected or held by, or under the
control of, a Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in a Collection Account,
shall be held by the related Servicer for and on behalf of the Trustee and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. Each Servicer also agrees that it shall
not create, incur or subject any Mortgage File or any funds that are deposited
in the related Collection Account, Certificate Account or any related Escrow
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien (other
than the lien of a related First Mortgage Loan), security interest, judgment,
levy, writ of attachment or other encumbrance, or assert by legal action or
otherwise any claim or right of setoff against any Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that such
Servicer shall be entitled to set off against and deduct from any such funds any
amounts that are properly due and payable to such Servicer under this Agreement.

            SECTION 3.14      Servicing Fee.

            As compensation for its services hereunder, each Servicer shall be
entitled to withdraw from the Collection Account or to retain from interest
payments on the related Mortgage Loans the amount of its Servicing Fee for each
Mortgage Loan, less any amounts in respect of its Servicing Fee payable by such
Servicer pursuant to Section 3.05(b)(vi). The Servicing Fee is limited to, and
payable solely from, the interest portion of such Scheduled Payments collected
by the related Servicer or as otherwise provided in Section 3.08.

            Additional servicing compensation in the form of Ancillary Income,
Prepayment Interest Excess and any excess proceeds upon the liquidation of a
Mortgaged Property (to the extent not required to be remitted to the related
Mortgagor) shall be retained by the related Servicer. Each Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including the payment of any expenses incurred in
connection with any Subservicing Agreement entered into pursuant to Section
3.02) and shall not be entitled to reimbursement thereof except as specifically
provided for in this Agreement.

            SECTION 3.15      Access to Certain Documentation.

            Each Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Subordinate
Certificates and the examiners and supervisory agents of the OTS, the FDIC and
such other authorities, access to the documentation regarding the related
Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such
access shall be afforded without charge, but only upon reasonable and prior
written request and during normal business hours at the offices designated by
such Servicer. Nothing in this Section shall limit the obligation of any
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of such Servicer to provide access as
provided in this Section as a result of such obligation shall not constitute a
breach of this Section. Nothing in this Section 3.15 shall require any Servicer
to collect, create, collate or otherwise generate any information that it does
not generate in its usual course of business.

            SECTION 3.16      Annual Statement as to Compliance.

            Not later than February 28 of each calendar year beginning in 2007,
each Servicer shall deliver to the Depositor and the Trustee an Officer's
Certificate (an "Annual Statement of Compliance") stating, as to the signer
thereof, that (i) a review of the activities of such Servicer during the
preceding calendar year and of the performance of such Servicer under this
Agreement or other applicable servicing agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, such Servicer has fulfilled all its obligations under this
Agreement or other applicable servicing agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use.
In the event that a Servicer has delegated any servicing responsibilities with
respect to the Mortgage Loans serviced by it to a Subservicer, such Servicer
shall deliver an officer's certificate of the Subservicer as described above as
to each Subservicer as and when required with respect to such Servicer.

            If a Servicer cannot deliver the related Annual Statement of
Compliance by February 28th of such year, the Trustee, at its sole option, may
permit a cure period for the related Servicer to deliver such Annual Statement
of Compliance, but in no event later than March 10th of such year.

            Failure of a Servicer to timely comply with this Section 3.16 shall
be deemed an Event of Default, automatically, without notice and without any
cure period, and the Trustee may, in addition to whatever rights the Trustee may
have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of such Servicer under this Agreement and in and to the Mortgage
Loans serviced by it and the proceeds thereof without compensating such Servicer
for the same. This paragraph shall supercede any other provision in this
Agreement or any other agreement to the contrary.

            SECTION 3.17      Assessments of Compliance and Attestation Reports.

            On and after January 1, 2006, each Servicer shall service and
administer the related Mortgage Loans in accordance with all applicable
requirements of the Servicing Criteria. Each Servicer shall deliver to the
Trustee and the Depositor on or before February 28 of each calendar year
beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Trustee regarding the related Servicer's assessment of
compliance with the Servicing Criteria during the preceding calendar year as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB, which as of the date hereof, require a report by an authorized
officer of the related Servicer that contains the following:

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

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

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

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

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

            Such report at a minimum shall address each of the Servicing
Criteria specified on a certification substantially in the form of Exhibit CC
hereto delivered to the Trustee and the Depositor concurrently with the
execution of this Agreement.

            On or before February 28 of each calendar year beginning in 2007,
each Servicer shall furnish to the Trustee and the Depositor a report (an
"Attestation Report") by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the related Servicer, as
required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.

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

            If a Servicer cannot deliver the related Assessment of Compliance or
Attestation Report by February 28th of such year, the Trustee, at its sole
option, may permit a cure period for the related Servicer to deliver such
Assessment of Compliance or Attestation Report, but in no event later than March
10th of such year.

            Failure of a Servicer to timely comply with this Section 3.17 shall
be deemed an Event of Default, automatically, without notice and without any
cure period, and the Trustee may, in addition to whatever rights the Trustee may
have under this Agreement and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the related Servicer under this Agreement and in and to the
Mortgage Loans serviced by it and the proceeds thereof without compensating such
Servicer for the same. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.

            SECTION 3.18      Maintenance of Fidelity Bond and Errors and
                              Omissions Insurance.

            Each Servicer shall maintain with responsible companies, at its own
expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy,
with broad coverage on all officers, employees or other persons acting in any
capacity requiring such persons to handle funds, money, documents or papers
relating to the related Mortgage Loans ("Servicer Employees"). The amount of
coverage under any such Fidelity Bond and Errors and Omissions Insurance Policy
shall be at least equal to the coverage maintained by the related Servicer in
order to be acceptable to Fannie Mae or Freddie Mac to service loans for it or
otherwise in an amount as is commercially available at a cost that is generally
not regarded as excessive by industry standards. No provision of this Section
3.18 requiring such Fidelity Bond and Errors and Omissions Insurance Policy
shall diminish or relieve a Servicer from its duties and obligations as set
forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by Fannie
Mae. Upon the request of the Trustee, the related Servicer shall cause to be
delivered to the Trustee a certificate of insurance of the insurer and the
surety including a statement from the surety and the insurer that such fidelity
bond and insurance policy shall in no event be terminated or materially modified
without 30 days' prior written notice to the Trustee.

            SECTION 3.19      Duties of the Credit Risk Manager.

            The Depositor appoints [__________] as Credit Risk Manager. For and
on behalf of the Depositor, and the Trustee, the Credit Risk Manager will
provide the Depositor with reports and recommendations concerning Mortgage Loans
that are past due, as to which there has been commencement of foreclosure, as to
which there has been forbearance in exercise of remedies which are in default,
as to which obligor is the subject of bankruptcy, receivership, or an
arrangement of creditors, or as to which have become REO Properties. Such
reports and recommendations will be based upon information provided to the
Credit Risk Manager pursuant to the Credit Risk Management Agreements and the
Credit Risk Manager shall look solely to the related Servicer for all
information and data (including loss and delinquency information and data) and
loan level information and data relating to the servicing of the Mortgage Loans.
Upon receipt of notice from the Credit Insurance Provider with respect to any
claim rejected by the Credit Insurance Provider (the "Claims Report") under the
Credit Insurance Policy, the Credit Risk Manager shall review any such rejected
claim and shall make a recommendation, based on the information provided by the
Credit Insurance Provider, as to whether the claim was rejected due to
[________]'s failure to comply with the terms of the Credit Insurance Policy or
the claims-filing procedures of the Credit Insurance Provider. The Credit Risk
Manager shall promptly notify the Depositor, the Seller, [________] and the
Trustee with written information regarding such recommendation and the basis of
such recommendation along with the related Claims Report. If the Credit Risk
Manager is no longer able to perform its duties hereunder, the Depositor shall
terminate the Credit Risk Manager and cause the appointment of a successor
Credit Risk Manager. Upon any termination of the Credit Risk Manager or the
appointment of a successor Credit Risk Manager, the Depositor shall give written
notice thereof to the Seller, the Servicers, the Trustee and each Rating Agency.
Notwithstanding the foregoing, the termination of the Credit Risk Manager
pursuant to this Section 3.19 shall not become effective until the appointment
of a successor Credit Risk Manager.

            SECTION 3.20      Limitation Upon Liability of the Credit Risk
                              Manager.

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

            SECTION 3.21      Advance Facility.

            (a) [________], [________] and [________] are each hereby authorized
to enter into a financing or other facility (any such arrangement, an "Advance
Facility") under which (1) [________], [________] or [________], as applicable,
assigns or pledges to another Person (an "Advancing Person") such Servicer's
rights under this Agreement to be reimbursed for any Advances or Servicing
Advances and/or (2) an Advancing Person agrees to fund some or all Advances
and/or Servicing Advances required to be made by [________], [________] or
[________], as applicable, pursuant to this Agreement. No consent of the
Trustee, Certificateholders or any other party is required before [________],
[________] or [________], as applicable, may enter into an Advance Facility;
PROVIDED, HOWEVER, that the consent of the Trustee (which consent shall not be
unreasonably withheld) shall be required before [________] or [________], as
applicable, may cause to be outstanding at one time more than one Advance
Facility with respect to Advances or more than one Advance Facility with respect
to Servicing Advances. Notwithstanding the existence of any Advance Facility
under which an Advancing Person agrees to fund Advances and/or Servicing
Advances on such Servicer's behalf, [________], [________] or [________], as
applicable, shall remain obligated pursuant to this Agreement to make Advances
and Servicing Advances pursuant to and as required by this Agreement, and shall
not be relieved of such obligations by virtue of such Advance Facility. If
[________], [________] or [________] enters into an Advance Facility, and for so
long as an Advancing Person remains entitled to receive reimbursement for any
Advances or Servicing Advances outstanding and previously unreimbursed pursuant
to this Agreement, then [________], [________] or [________], as applicable, may
elect by providing written notice to the Trustee not to be permitted to
reimburse itself for Advances and/or Servicing Advances, as applicable, pursuant
to Section 3.08 of this Agreement, but following any such election [________],
[________] or [________], as applicable, shall be required to include amounts
collected that would otherwise be retained by [________], [________] or
[________], as applicable, to reimburse it for previously unreimbursed Advances
("Advance Reimbursement Amounts") and/or previously unreimbursed Servicing
Advances ("Servicing Advance Reimbursement Amounts" and together with Advance
Reimbursement Amounts, "Reimbursement Amounts") (in each case to the extent such
type of Reimbursement Amount is included in the Advance Facility) in the
remittance to the Trustee made pursuant to this Agreement to the extent of
amounts on deposit in the Collection Account on the related Servicer Cash
Remittance Date. Notwithstanding anything to the contrary herein, in no event
shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts
be included in Interest Remittance Amounts or Principal Remittance Amounts or
distributed to Certificateholders. [________], [________] or [________], as
applicable, if making the election set forth herein, shall report to the Trustee
the portions of the Reimbursement Amounts that consist of Advance Reimbursement
Amounts and Servicing Advance Reimbursement Amounts, respectively.

            (b) If [________], [________] or [________] enters into an Advance
Facility and makes the election set forth in Section 3.21(a), [________],
[________] or [________], as applicable, and the related Advancing Person shall
deliver to the Trustee a written notice and payment instruction (an "Advance
Facility Notice"), providing the Trustee with written payment instructions as to
where to remit Advance Reimbursement Amounts and/or Servicing Advance
Reimbursement Amounts (each to the extent such type of Reimbursement Amount is
included within the Advance Facility) on subsequent Distribution Dates. The
payment instruction shall require the applicable Reimbursement Amounts to be
distributed to the Advancing Person or to a trustee or custodian (an "Advance
Facility Trustee") designated in the Advance Facility Notice. An Advance
Facility Notice may only be terminated by the joint written direction of
[________], [________] or [________], as applicable, and the related Advancing
Person (and any related Advance Facility Trustee); PROVIDED, however, that the
provisions of this Section 3.21 shall cease to be applicable when all Advances
and Servicing Advances funded by an Advancing Person, and when all Advances and
Servicing Advances (the rights to be reimbursed for which have been assigned or
pledged to an Advancing Person), have been repaid to the related Advancing
Person in full.

            (c) Reimbursement Amounts shall consist solely of amounts in respect
of Advances and/or Servicing Advances made with respect to the Mortgage Loans
for which [________], [________] or [________], as applicable, would be
permitted to reimburse itself in accordance with Section 3.08(ii), (iii) and
(iv) hereof, assuming [________], [________] or [________], as applicable, had
made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the
foregoing, no Person shall be entitled to reimbursement from funds held in the
Collection Account for future distribution to Certificateholders pursuant to the
provisions of Section 4.01. The Trustee shall not have any duty or liability
with respect to the calculation of any Reimbursement Amount and shall be
entitled to rely without independent investigation on the Advance Facility
Notice and on the applicable Servicer's report of the amount of Advance
Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were
included in the remittance from [________], [________] or [________], as
applicable, to the Trustee pursuant to Section 3.08(viii). [________],
[________] or [________], as applicable, shall maintain and provide to any
successor Servicer a detailed accounting on a loan-by-loan basis as to amounts
advanced by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor Servicer shall be entitled to rely on any such information provided by
[________], [________] or [________], as applicable, and the successor Servicer
shall not be liable for any errors in such information.

            (d) An Advancing Person who receives an assignment or pledge of the
rights to be reimbursed for Advances and/or Servicing Advances, and/or whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the criteria for qualification of a
Subservicer set forth in Section 3.02 hereof.

            (e) With respect to any Advance Facility pursuant to which
[________], [________] or [________] has made the election set forth in Section
3.21(a), the documentation establishing any Advance Facility shall require that
Reimbursement Amounts distributed with respect to each Mortgage Loan be
allocated to outstanding unreimbursed Advances or Servicing Advances (as the
case may be) made with respect to that Mortgage Loan on a "first-in, first-out"
(FIFO) basis. Such documentation shall also require [________], [________] or
[________], as applicable, to provide to the related Advancing Person or Advance
Facility Trustee loan-by-loan information with respect to each Reimbursement
Amount distributed by the Trustee to such Advancing Person or Advance Facility
Trustee on each Distribution Date, to enable the Advancing Person or Advance
Facility Trustee to make the FIFO allocation of each Reimbursement Amount with
respect to each Mortgage Loan. [________], [________] or [________], as
applicable, shall remain entitled to be reimbursed by the Advancing Person or
Advance Facility Trustee for all Advances and Servicing Advances funded by
[________], [________] or [________], as applicable, to the extent the related
rights to be reimbursed therefor have not been assigned or pledged to an
Advancing Person.

            (f) If [________], [________] or [________] enters into an Advance
Facility, [________], [________] or [________], as applicable, shall indemnify
the Trustee and the Trust and any successor Servicer, as applicable, from and
against any claims, losses, liabilities or damages resulting from any claim by
the related Advancing Person, except to the extent that such claim, loss,
liability or damage resulted from or arose out of negligence, recklessness or
willful misconduct on the part of the successor Servicer or the Trustee, or
failure by the successor Servicer or the Trustee to remit funds as required by
Section 3.21(b). Any amendment to this Section 3.21 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Seller and [________], [________] or [________], as
applicable, without the consent of any Certificateholder notwithstanding
anything to the contrary in Section 10.01 of or elsewhere in this Agreement.

            SECTION 3.22      Special Serviced Mortgage Loans

            If directed by the Special Servicer and solely at the Special
Servicer's option, each Servicer (a "Transferring Servicer"), shall transfer the
servicing of any Mortgage Loan 180 days or more delinquent to the Special
Servicer. The Special Servicer shall thereupon assume all of the rights and
obligations of the Transferring Servicer, as Servicer, hereunder arising
thereafter and the Transferring Servicer shall have no further rights or
obligations, as Servicer, hereunder with respect to such Mortgage Loan (except
that the Special Servicer shall not be (i) liable for any acts or omissions of
the Transferring Servicer hereunder prior to the servicing transfer date, (ii)
obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder
including, but not limited to, repurchases or substitutions of Mortgage Loans
pursuant to Section 2.02 or 2.03 hereof or (iii) deemed to have made any
representations and warranties of the Transferring Servicer hereunder). Upon the
transfer of the servicing of any such Mortgage Loan to the Special Servicer, the
Special Servicer shall be entitled to the Servicing Fee and other compensation
accruing after the servicing transfer date with respect to such Mortgage Loans
pursuant to Section 3.14.

            In connection with the transfer of the servicing of any Mortgage
Loan to the Special Servicer, the Transferring Servicer, at the Special
Servicer's expense, shall deliver to the Special Servicer all documents and
records relating to such Mortgage Loans and an accounting of amounts collected
or held by it and otherwise use its commercially reasonable efforts to effect
the orderly and efficient transfer of the servicing to the Special Servicer. On
the servicing transfer date, the Special Servicer shall reimburse the
Transferring Servicer for all unreimbursed Advances, Servicing Advances and
Servicing Fees relating to the Mortgage Loans for which the servicing is being
transferred. The Special Servicer shall be entitled to be reimbursed pursuant to
Section 3.08 or otherwise pursuant to this Agreement for all such Advances,
Servicing Advances and Servicing Fees paid by the Transferring Servicer pursuant
to this Section 3.22. In addition, the Special Servicer shall notify the Seller
and the Trustee of such transfer and the effective date of such transfer, and
the Seller shall amend the Mortgage Loan Schedule to reflect that such Mortgage
Loans are Special Serviced Mortgage Loans.

            SECTION 3.23      Maintenance of Credit Insurance Policy.

            [________] shall exercise its commercially reasonable efforts to
maintain and keep the Credit Insurance Policy in full force and effect
throughout the term of this Agreement, unless coverage thereunder has been
exhausted through payment of claims. The Trustee shall pay on each Distribution
Date in accordance with Section 4.02(a) the Credit Insurance Provider Fee from
amounts on deposit in the Certificate Account.

            In the event that Credit Insurance Policy is canceled or terminated
for any reason, or the claims-paying ability rating of the Credit Insurance
Provider is reduced below investment grade by both of the Rating Agencies,
[________] shall use its commercially reasonable efforts to obtain a replacement
Credit Insurance Policy from a Qualified Insurer that is acceptable to each
Rating Agency. Any such replacement policy will provide for an amount of
coverage equal to the then remaining coverage amount of the Credit Insurance
Policy, provided, however, that if the premium cost of the replacement policy
exceeds the premium cost of the Credit Insurance Policy, the coverage amount of
the replacement policy shall be reduced so that the premium cost therefore will
not exceed 100% of the premium cost of the Credit Insurance Policy.
Alternatively, at its option, the Depositor may provide other credit enhancement
acceptable to each Rating Agency, but is under no obligation to do so. In the
event that the claims-paying ability rating of the Credit Insurance Provider is
reduced to below investment grade by all of the Rating Agencies, upon receipt by
the Trustee of written notice of such downgrade of the Certificates and written
instruction from the Depositor, the Credit Insurance Policy shall be canceled by
the Trustee and the Credit Insurance Provider will not be entitled to receive
any additional premium payments after the related cancellation.

            In connection with its activities as administrator and servicer of
the Mortgage Loans, [________] agrees to file, on behalf of itself, the Trustee,
the Depositor and the Certificateholders claims and provide notices and other
information to the Credit Insurance Policy in a timely fashion in accordance
with the terms of the Credit Insurance Policy and, in this regard, to take such
action as reasonably shall be necessary to permit recovery under the Credit
Insurance Policy respecting a defaulted [________] Covered Loan. Any amounts
collected by [________] under the Credit Insurance Policy shall be deposited in
the Collection Account pursuant to Section 3.05. [________] shall comply will
all applicable terms of the Credit Insurance Policy and the claims-filing
procedures of the Credit Insurance Provider, to the extent necessary to avoid
any adjustments to claims paid under the Credit Insurance Policy.
<PAGE>

                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

            SECTION 4.01      Advances by the Servicer.

            Each Servicer shall deposit in a Collection Account an amount equal
to all Scheduled Payments (with interest at the Mortgage Rate less the Servicing
Fee Rate) which were due but not received on the related Mortgage Loans during
the applicable Due Period; provided however, that with respect to any Balloon
Loan that is delinquent on its maturity date, the related Servicer will not be
required to advance the related balloon payment but will be required to continue
to make Advances in accordance with this Section 4.01 with respect to such
Balloon Loan in an amount equal to an assumed scheduled payment that would
otherwise be due based on the original amortization schedule for that Mortgage
Loan (with interest at the Mortgage Rate less the Servicing Fee Rate). Each
Servicer's obligation to make such Advances as to any related Mortgage Loan will
continue through the last Scheduled Payment due prior to the payment in full of
such Mortgage Loan, or through the date that the related Mortgaged Property has,
in the judgment of such Servicer, been completely liquidated; provided however,
that such obligation with respect to any related Mortgage Loan shall cease if
such Servicer determines, in its reasonable opinion, that Advances with respect
to such Mortgage Loan are Nonrecoverable Advances; provided that the related
Servicer will be required to make Advances until the earlier of (i) (x) if the
Mortgage Loan is an [________] Covered Loan and coverage under the Credit
Insurance Policy is available, through the earlier of (A) liquidation of the
related Mortgaged Property and (B) receipt of a payment with respect to such
Mortgage Loan under the Credit Insurance Policy and (y) if the Mortgage Loan is
not an [________] Covered Loan or if coverage under the Credit Insurance Policy
is not available, through the time at which the related Mortgage Loan becomes
120 days delinquent or (ii) the time at which the related Servicer determines
that such Advances with respect to such Mortgage Loan are Nonrecoverable
Advances. In the event that such Servicer determines that any such Advances are
Nonrecoverable Advances, such Servicer shall provide the Trustee with a
certificate signed by a Servicing Officer evidencing such determination.

            If an Advance is required to be made hereunder, the related Servicer
shall on the second Business Day immediately preceding the Distribution Date
immediately following the related Determination Date either (i) deposit in the
Collection Account from its own funds an amount equal to such Advance, (ii)
cause to be made an appropriate entry in the records of the Collection Account
that funds in such account being held for future distribution or withdrawal have
been, as permitted by this Section 4.01, used by the related Servicer to make
such Advance or (iii) make Advances in the form of any combination of clauses
(i) and (ii) aggregating the amount of such Advance. Any such funds being held
in a Collection Account for future distribution and so used shall be replaced by
the related Servicer from its own funds by deposit in such Collection Account on
or before any future Distribution Date in which such funds would be due. The
related Servicer shall be entitled to be reimbursed from the Collection Account
for all Advances of its own funds made pursuant to this Section as provided in
Section 3.08.

            SECTION 4.02      Priorities of Distribution.

            (a) On each Distribution Date, prior to making distributions to the
holders of the Certificates, the Trustee first, shall pay itself the Trustee's
Fee for such Distribution Date, second, shall pay the Credit Risk Manager the
Credit Risk Manager Fee and third, shall remit to the Credit Insurance Provider
the Credit Insurance Provider Fee for such Distribution Date.

            (b) With respect to the Available Funds, including any funds
received from the Credit Insurance Policy, on each Distribution Date, the
Trustee shall withdraw such Available Funds from the Certificate Account and
based on the information provided to it by the Servicers, apply such funds to
distributions on the Certificates in the following order and priority and, in
each case, to the extent of such Available Funds remaining:

            (i) On each Distribution Date, the Trustee shall distribute the
      Interest Remittance Amount for such date in the following order of
      priority:

            A.    to the Class X-S Certificates, the aggregate Excess Servicing
                  Fee for such Distribution Date;

            B.    to the Class A-1, Class A-2A, Class A-2B, Class A-3, Class
                  A-4, Class A-R, Class A-RL and Class P Certificates,
                  concurrently and pro rata, Current Interest and any
                  Carryforward Interest, as applicable, for each such Class and
                  such Distribution Date;

            C.    to the Class M-1 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            D.    to the Class M-2 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            E.    to the Class M-3 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            F.    to the Class M-4 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            G.    to the Class M-5 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            H.    to the Class M-6 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            I.    to the Class M-7 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            J.    to the Class M-8 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            K.    to the Class M-9F Certificates and Class M-9A Certificates,
                  concurrently and pro rata, Current Interest and any
                  Carryforward Interest for each such Class and such
                  Distribution Date;

            L.    to the Class B-1 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            M.    to the Class B-2 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            N.    on the Distribution Dates occurring in [___________],
                  [___________] and [___________], to the Depositor an amount
                  equal to the amount received during the related Due Period
                  which constitutes Subsequent Mortgage Loan Interest; and

            O.    for application in the same manner as the Monthly Excess
                  Cashflow for such Distribution Date as provided in clause (iv)
                  of this Section 4.02(b), any Interest Remittance Amount
                  remaining after application pursuant to clauses A. through N.
                  above.

            (ii) On each Distribution Date (a) prior to the Stepdown Date or (b)
      with respect to which a Trigger Event has occurred, the Trustee shall
      distribute the Principal Payment Amount for such date in the following
      order of priority:

            A.    commencing on the Distribution Date in [__________], to the
                  Class P Certificates, until the Class Principal Balance of
                  such class has been reduced to zero;

            B.    first to the Class A-R Certificates and Class A-RL
                  Certificates, concurrently on a pro rata basis, based on their
                  respective Class Principal Balances, until the Class Principal
                  Balance of each such Class has been reduced to zero, and then
                  sequentially as follows: (I) first, concurrently on a pro rata
                  basis, as follows, (a) to the Class A-1 Certificates, until
                  the Class Principal Balance thereof has been reduced to zero
                  and (b) to the Class A-2A Certificates and the Class A-2B
                  Certificates, with the total under this clause (ii)B.(I)(b)
                  distributed sequentially to the Class A-2A Certificates and
                  Class A-2B Certificates, in that order, in each case until the
                  Class Principal Balance thereof has been reduced to zero, and
                  (II) sequentially to the Class A-3 Certificates and Class A-4
                  Certificates, in that order, in each case until the Class
                  Principal Balance thereof has been reduced to zero;

            C.    to the Class M-1 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            D.    to the Class M-2 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            E.    to the Class M-3 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            F.    to the Class M-4 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            G.    to the Class M-5 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            H.    to the Class M-6 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            I.    to the Class M-7 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            J.    to the Class M-8 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            K.    to the Class M-9F Certificates and Class M-9A Certificates,
                  concurrently on a pro rata basis, based on their respective
                  Class Principal Balances, until the Class Principal Balance of
                  each such class has been reduced to zero;

            L.    to the Class B-1 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            M.    to the Class B-2 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero; and

            N.    for application in the same manner as the Monthly Excess
                  Cashflow for such Distribution Date, as provided in clause
                  (iv) of this Section 4.02(b), any Principal Payment Amount
                  remaining after application pursuant to clauses A. through M.
                  above.

            (iii) On each Distribution Date (a) on or after the Stepdown Date
      and (b) with respect to which a Trigger Event has not occurred, the
      Trustee shall distribute the Principal Payment Amount for such date in the
      following order of priority:

            A.    commencing on the Distribution Date in [__________] or
                  thereafter, to the Class P Certificates, until the Class
                  Principal Balance of such Class has been reduced to zero;

            B.    to the Class A-1, Class A-2A, Class A-2B, Class A-3 and Class
                  A-4 Certificates , the Senior Principal Payment Amount,
                  allocated sequentially as follows: first (I) concurrently on a
                  pro rata basis, as follows: (a) to the Class A-1 Certificates,
                  until the Class Principal Balance thereof has been reduced to
                  zero and (b) to the Class A-2A Certificates and the Class A-2B
                  Certificates, with the total amount under this clause
                  (iii)B.(I)(b) distributed sequentially to the Class A-2A
                  Certificates and Class A-2B Certificates, in that order, in
                  each case until the Class Principal Balance thereof has been
                  reduced to zero, and (II) sequentially to the Class A-3
                  Certificates and Class A-4 Certificate, in that order, in each
                  case until the Class Principal Balance thereof has been
                  reduced to zero;

            C.    to the Class M-1 Certificates, the Class M-1 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            D.    to the Class M-2 Certificates, the Class M-2 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            E.    to the Class M-3 Certificates, the Class M-3 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            F.    to the Class M-4 Certificates, the Class M-4 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            G.    to the Class M-5 Certificates, the Class M-5 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            H.    to the Class M-6 Certificates, the Class M-6 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            I.    to the Class M-7 Certificates, the Class M-7 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            J.    to the Class M-8 Certificates, the Class M-8 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            K.    to the Class M-9F Certificates and Class M-9A Certificates,
                  concurrently on a pro rata basis, based on their respective
                  Class Principal Balances, the Class M-9 Principal Payment
                  Amount for such distribution date, until the Class Principal
                  Balance of each such class has been reduced to zero;

            L.    to the Class B-1 Certificates, the Class B-1 Principal Payment
                  Amount for such distribution date, until the Class Principal
                  Balance of such class has been reduced to zero;

            M.    to the Class B-2 Certificates, the Class B-2 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero; and

            N.    for application as part of Monthly Excess Cashflow for such
                  Distribution Date, as provided in clause (iv) of this Section
                  4.02(b), any Principal Payment Amount remaining after
                  application pursuant to clauses A. through M. above.

            (iv) On each Distribution Date, the Trustee shall distribute the
      Monthly Excess Cashflow for such date in the following order of priority:

            A.    an amount equal to the aggregate Realized Losses on the
                  Mortgage Loans incurred during the related Collection Period,
                  such amount to be added to the Principal Payment Amount and
                  distributed as set forth above in Section 4.02(b)(ii) and
                  (iii) (any such amount, an "Excess Cashflow Loss Payment");

            B.    on the first Distribution Date, an amount equal to the Monthly
                  Excess Cashflow for such Distribution Date remaining after the
                  distribution in clause (iv)A. above to the Class X-1
                  Certificates;

            C.    except for the first Distribution Date, until the
                  Overcollateralization Amount equals the Targeted
                  Overcollateralization Amount for such date, on each
                  Distribution Date

                  (I) (a) prior to the Stepdown Date or (b) with respect to
                  which a Trigger Event has occurred, to the extent of Monthly
                  Excess Interest for such Distribution Date, to fund any
                  principal distributions to the Class A-1, Class A-2A, Class
                  A-2B, Class A-3, Class A-4, Class A-R, Class A-RL, Class P,
                  Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
                  M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class B-1
                  and Class B-2 Certificates required to be made on such
                  Distribution Date set forth above in clause (ii) above, after
                  giving effect to the distribution of the Principal Payment
                  Amount for such Distribution Date, in accordance with the
                  priorities set forth therein.

                  (II) on each Distribution Date on or after the Stepdown Date
                  and with respect to which a Trigger Event has not occurred, to
                  fund any principal distributions to the Class A-1, Class A-2A,
                  Class A-2B, Class A-3, Class A-4, Class A-R, Class A-RL, Class
                  P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
                  Class M-6, Class M-7, Class M-8, Class M-9A, Class M-9F, Class
                  B-1 and Class B-2 Certificates required to be made on such
                  Distribution Date set forth above in clause (iii) above, after
                  giving effect to the distribution of the Principal Payment
                  Amount for such Distribution Date, in accordance with the
                  priorities set forth therein;

            D.    to the Class M-1 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            E.    to the Class M-2 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            F.    to the Class M-3 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            G.    to the Class M-4 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            H.    to the Class M-5 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            I.    to the Class M-6 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            J.    to the Class M-7 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            K.    to the Class M-8 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            L.    concurrently, to the Class M-9F Certificates and Class M-9A
                  Certificates on a pro rata basis, based on their respective
                  Class Principal Balances, any Deferred Amount with interest
                  thereon at the Pass-Through Rate for each such Class;

            M.    to the Class B-1 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            N.    to the Class B-2 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            O.    to the Class X-1 Certificate, the Class X-1 Distributable
                  Amount for such Distribution Date reduced by amounts
                  distributed pursuant to clause N. of Section 4.02(b)(i) for
                  such Distribution Date, the amount of any
                  Overcollateralization Release Amount for such Distribution
                  Date and, for any Distribution Date on or after which the
                  aggregate Class Principal Balance of the Regular Certificates
                  has been reduced to zero, the Overcollateralization Amount;
                  and

            P.    to the Class A-R Certificate or Class A-RL Certificate, as
                  applicable, any remaining amount; provided, however that any
                  amount that would be distributable pursuant to this priority
                  P. shall not be paid with respect to the Class A-R Certificate
                  or Class A-RL Certificates, as applicable, but shall be paid
                  instead with respect to the Class X-1 Certificates pursuant to
                  a contract that exists under this Agreement between the Class
                  A-R Certificateholders or Class A-RL Certificateholders and
                  the Class X-1 Certificateholders.

            (v) On each Distribution Date, the Trustee shall distribute to the
      Holder of the Class P Certificate, the aggregate of all Prepayment Charges
      collected during the preceding Prepayment Period.

            (vi) [reserved].

            (vii) On each Distribution Date, following the foregoing
      distributions, an amount equal to the amount of Net Recoveries included in
      the Available Funds for such Distribution Date shall be applied to
      increase the Class Principal Balance of the Class of Certificates with the
      Highest Priority up to the extent of such Realized Losses previously
      allocated to that Class of Certificates pursuant to Section 4.05. An
      amount equal to the amount of any remaining Net Recoveries shall be
      applied to increase the Class Principal Balance of the Class of
      Certificates with the next Highest Priority, up to the amount of such
      Realized Losses previously allocated to that Class of Certificates
      pursuant to Section 4.05, and so on. Holders of such Certificates will not
      be entitled to any distribution in respect of interest on the amount of
      such increases for any Interest Accrual Period preceding the Distribution
      Date on which such increase occurs. Any such increases shall be applied to
      the Class Principal Balance of each Certificate of such Class in
      accordance with its respective Percentage Interest.

            SECTION 4.03      [Reserved].

            SECTION 4.04      [Reserved].

            SECTION 4.05      Allocation of Realized Losses.

            On each Distribution Date, the Trustee shall determine the total of
the Applied Loss Amount, if any, for such Distribution Date. The Applied Loss
Amount for any Distribution Date shall be applied by reducing the Class
Principal Balance of each Class of Subordinate Certificates beginning with the
Class of Subordinate Certificates then outstanding with the lowest relative
payment priority, in each case until the respective Class Principal Balance
thereof is reduced to zero. Any Applied Loss Amount allocated to a Class of
Subordinate Certificates shall be allocated among the Subordinate Certificates
of such Class in proportion to their respective Percentage Interests.

            All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC 1 Regular Interests: first, to REMIC 1
Regular Interests LTI-1 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC 1 Regular Interest LTI-PF until the
Uncertificated Principal Balance thereof has been reduced to zero, however, that
with respect to the first three Distribution Dates, Realized Losses relating to
the Initial Mortgage Loans shall be allocated to REMIC 1 Regular Interest LTI-1
and Realized Losses relating to the Subsequent Mortgage Loans shall be allocated
to REMIC 1 Regular Interest LTI-PF until the Uncertificated Principal Balance
thereof has been reduced to zero. All Realized Losses on the REMIC 1 Regular
Interests LTI-1 and LTI-PF shall be deemed to have been allocated to the
following REMIC 2 Regular Interests in the specified percentages, as follows:
first to Uncertificated Accrued Interest payable to the REMIC 2 Regular
Interests MTI-AA and MTI-ZZ up to an aggregate amount equal to the excess of (a)
the REMIC 2 Interest Loss Allocation Amount over (b) Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Mortgage Loans for such Distribution Date, 98% and 2%, respectively; second, to
the Uncertificated Principal Balances of the REMIC 2 Regular Interests MTI-AA
and MTI-ZZ up to an aggregate amount equal to the REMIC 2 Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interests MTI-B-2 have
been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
2 Regular Interest MTI-AA, REMIC 2 Regular Interest MTI-B-1 and REMIC 2 Regular
Interest MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 2 Regular Interest MTI-B-1 has been reduced to zero;
fifth, concurrently to the Uncertificated Principal Balances of REMIC 2 Regular
Interest MTI-AA, REMIC 2 Regular Interest MTI-M-9F, REMIC 2 Regular Interest
MTI-M-9A and REMIC 2 Regular Interest MTI-ZZ, 98%, 0.5%, 0.5% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MTI-M-9F and REMIC 2 Regular Interest MTI-M-9A have each been reduced
to zero; sixth, to the Uncertificated Principal Balances of REMIC 2 Regular
Interest MTI-AA, REMIC 2 Regular Interest MTI-M-8 and REMIC 2 Regular Interest
MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of REMIC 2 Regular Interest MTI-M-8 has been reduced to zero; seventh, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest MTI-M-7 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MTI-M-7 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-M-6 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-6 has
been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest MTI-AA, REMIC 2 Regular Interest MTI-M-5 and REMIC 2 Regular
Interest MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 2 Regular Interest MTI-M-5 has been reduced to zero;
tenth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
MTI-AA, REMIC 2 Regular Interest MTI-M-4 and REMIC 2 Regular Interest MTI-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest MTI-M-4 has been reduced to zero; eleventh, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest MTI-M-3 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MTI-M-3 has been reduced to zero; twelfth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-M-2 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-2 has
been reduced to zero; and thirteenth, to the Uncertificated Principal Balances
of REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest MTI-M-1 and REMIC 2
Regular Interest MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 2 Regular Interest MTI-M-1 has been reduced to zero.

            SECTION 4.06      Monthly Statements to Certificateholders.

            (a) Not later than each Distribution Date, the Trustee shall
prepare, and make available on the website maintained by the Trustee at
http://www.[______________], a statement setting forth with respect to the
related distribution, the items listed on Exhibit V.

            Assistance in using the website can be obtained by calling the
Trustee's customer service desk at [______________]. Parties that are unable to
use the website are entitled to have a paper copy mailed to them via first class
mail by written notice to the Trustee at its Corporate Trust Office. The
Trustee's responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of
the information derived from the Servicers. The foregoing information shall be
reported to the Trustee each month on or before the Servicer Data Remittance
Date.

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in, items (i)(c), (i)(d), (i)(g), (i)(j), (i)(k),
(ii)(c), (ii)(d), (ii)(g), (ii)(i), (v)(d), (v)(e) and (v)(s) of Exhibit V
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.

            SECTION 4.07      Distributions on the REMIC 1 Regular Interests and
                              REMIC 2 Regular Interests.

            (a) Distributions on the REMIC 1 Regular Interests.

            On each Distribution Date, the Trustee shall cause in the following
order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2
on account of the REMIC 1 Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class A-RL Certificates, as the
case may be:

            (i) first, to the Holders of REMIC 1 Regular Interests LTI-P and
      LTI-R, in an amount equal to (x) the related Uncertificated Accrued
      Interest for such Distribution Date, plus (y) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates and second, to
      Holders of REMIC 1 Regular Interests LTI-1, LTI-S1, LTI-S2 and LTI-PF an
      amount equal to (x) the related Uncertificated Accrued Interest for such
      Distribution Date, plus (y) any amounts in respect thereof remaining
      unpaid from previous Distribution Dates;

            (ii) second, to the Holders of REMIC 1 Regular Interests, in an
      amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clause (i) above and, in the
      case of distributions made pursuant to Section 4.07(a)(ii)(b), the amount
      of any Prepayment Charges for such Distribution Date, allocated as
      follows:

                  (a) to the Holders of REMIC 1 Regular Interest LTI-R, an
            amount equal to the amount of principal distributed to the holder of
            the Corresponding Uncertificated Interest on such Distribution Date
            pursuant to Section 4.07(b)(ii)(a);

                  (b) to the Holders of REMIC 1 Regular Interest LTI-P, an
            amount equal to the amount distributed to the holder of the
            Corresponding Uncertificated Interest on such Distribution Date
            pursuant to Section 4.07(b)(ii)(b);

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

                  (d) to the Holders of REMIC 1 Regular Interest LTI-PF, until
            the Uncertificated Principal Balance of REMIC 1 Regular Interest
            LTI-PF is reduced to zero; and

                  any remaining amount to the Holders of the Class A-RL
            Certificates; provided, however, that for the first three
            Distribution Dates, such amounts constituting Available Funds
            relating to the Initial Mortgage Loans shall be allocated to REMIC 1
            Regular Interest LTI-1, and such amounts constituting Available
            Funds relating to the Subsequent Mortgage Loans and shall be
            allocated to REMIC 1 Regular Interest LTI-PF.

            (b) Distributions on the REMIC 2 Regular Interests.

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

            (i) first, to the extent of the sum of Available Funds for such
      Distribution Date, to Holders of REMIC 2 Regular Interests MTI-AA,
      MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3,
      MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9A, MTI-M-9F, MTI-B-1,
      MTI-B-2, MTI-ZZ, MTI-P, MTI-R and MTI-S PRO RATA, in an amount equal to
      (A) the Uncertificated Accrued Interest for such Distribution Date, plus
      (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
      respect of REMIC 2 Regular Interest MTI-ZZ shall be reduced when the REMIC
      2 Overcollateralization Amount is less than the REMIC 2
      Overcollateralization Target Amount, by the lesser of (x) the amount of
      such difference and (y) the REMIC 2 Regular Interest MTI ZZ Maximum
      Interest Deferral Amount and such amount will be payable to the Holders of
      REMIC 2 Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2A, REMIC
      2 Regular Interest MTI-A-2B, REMIC 2 Regular Interest MTI-A-3, REMIC 2
      Regular Interest MTI-A-4, REMIC 2 Regular Interest MTI-M-1, REMIC 2
      Regular Interest MTI-M-2, REMIC 2 Regular Interest MTI-M-3, REMIC 2
      Regular Interest MTI-M-4, REMIC 2 Regular Interest MTI-M-5, REMIC 2
      Regular Interest MTI-M-6, REMIC 2 Regular Interest MTI-M-7, REMIC 2
      Regular Interest MTI-M-8, REMIC 2 Regular Interest MTI-M-9A, REMIC 2
      Regular Interest MTI-M-9F, REMIC 2 Regular Interest MTI-B-1 and REMIC 2
      Regular Interest MTI-B-2 in the same proportion as the amounts are
      allocated to the Corresponding Certificate, pursuant to Section 4.02(b)
      herein, for each such REMIC 2 Regular Interest, and the Uncertificated
      Principal Balance of the REMIC 2 Regular Interest MTI-ZZ shall be
      increased by such amount;

            (ii) second, to the Holders of REMIC 2 Regular Interests, in an
      amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clause (i) above and, in the
      case of distributions made pursuant to Section 4.07(b)(ii)(b), the amount
      of any Prepayment Charges for such Distribution Date, allocated as
      follows:

                  (a) to the Holders of REMIC 2 Regular Interest MTI-R, an
            amount equal to the amount of principal distributed to the holder of
            the Corresponding Certificate on such Distribution Date pursuant to
            Section 4.02(b); and

                  (b) to the Holders of REMIC 2 Regular Interest MTI-P, an
            amount equal to the amount of principal distributed to the holder of
            the Corresponding Certificate on such Distribution Date pursuant to
            Section 4.02(b); and

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

                  (a) 98% of such remainder to the Holders of REMIC 2 Regular
            Interest MTI-AA, until the Uncertificated Principal Balance of such
            REMIC 2 Regular Interest is reduced to zero;

                  (b) 2% of such remainder, first, to the Holders of REMIC 2
            Regular Interest MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4,
            MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7,
            MTI-M-8, MTI-M-9A, MTI-M-9F, MTI-B-1 and MTI-B-2, equal to 1% of and
            in the same proportion as principal payments are allocated to the
            Corresponding Certificates, until the Uncertificated Principal
            Balances of such REMIC 2 Regular Interests are reduced to zero; and
            second, to the Holders of REMIC 2 Regular Interest MTI-ZZ, until the
            Uncertificated Principal Balance of such REMIC 2 Regular Interest is
            reduced to zero; and

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

            SECTION 4.08      [Reserved].

            SECTION 4.09      Prepayment Charges.

            Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment of a Mortgage Loan, the related Servicer may not
waive any Prepayment Charge or portion thereof required by the terms of the
related Mortgage Note unless (i) the Mortgage Loan is in default or foreseeable
default and such waiver (a) is standard and customary in servicing similar
mortgage loans to the Mortgage Loans and (b) would, in the reasonable judgment
of the related Servicer, maximize recovery of total proceeds taking into account
the value of such Prepayment Charge and the related Mortgage Loan or (ii)(A) the
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors' rights generally or
(2) due to acceleration in connection with a foreclosure or other involuntary
payment, or (B) the enforceability is otherwise limited or prohibited by
applicable law. For the avoidance of doubt, the related Servicer may waive a
Prepayment Charge in connection with a short sale or short payoff on a defaulted
Mortgage Loan. If the related Servicer has waived all or a portion of a
Prepayment Charge relating to a Principal Prepayment, other than as provided
above, the related Servicer shall deliver to the Trustee no later than the
Business Day immediately preceding the next Distribution Date, for deposit into
the Certificate Account the amount of such Prepayment Charge (or such portion
thereof as had been waived) for distribution in accordance with the terms of
this Agreement; provided, however, the related Servicer shall not have any
obligation to pay the amount of any uncollected Prepayment Charge under this
Section 4.09 if such Servicer did not have a copy of the related Mortgage Note,
such Servicer requested via email a copy of the same from the Trustee and the
Trustee failed to provide such a copy within two (2) Business Days of receipt of
such request. If the related Servicer has waived all or a portion of a
Prepayment Charge for any reason, it shall promptly notify the Trustee thereof
and shall include such information in any monthly reports it provides the
Trustee. Notwithstanding any provision in this Agreement to the contrary, in the
event the Prepayment Charge payable under the terms of the Mortgage Note is
different from the amount of the Prepayment Charge set forth in the Mortgage
Loan Schedule or other information provided to the related Servicer, such
Servicer shall rely conclusively on the Prepayment Charge as set forth under the
terms of the Mortgage Note. To the extent the Prepayment Charge payable under
the terms of the Mortgage Note is less than the amount of the Prepayment Charge
set forth in the Mortgage Loan Schedule or other information provided to the
related Servicer, such Servicer shall not have any liability or obligation with
respect to such difference, and in addition shall not have any liability or
obligation to pay the amount of any uncollected Prepayment Charge if the failure
to collect such amount is the direct result of inaccurate or incomplete
information on the Mortgage Loan Schedule.

            SECTION 4.10      Servicers to Cooperate.

            Each Servicer shall provide to the Trustee the information set forth
in Exhibit Z hereto in such form as the Trustee shall reasonably request with
respect to each Mortgage Loan serviced by such Servicer no later than twelve
noon on the Servicer Data Remittance Date to enable the Trustee to calculate the
amounts to be distributed to each Class of Certificates and otherwise perform
its distribution, accounting and reporting requirements hereunder.
<PAGE>
                                   ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01      The Certificates.

            The Certificates shall be substantially in the forms attached hereto
as exhibits. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.

            Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such holder at a bank
or other entity having appropriate facilities therefor, if (i) such Holder has
so notified the Trustee at least five Business Days prior to the related Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100%
of the Class Principal Balance of any Class of Certificates or (C) Certificates
of any Class with aggregate principal Denominations of not less than $1,000,000
or (y) by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register.

            The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer upon the written order of the
Depositor. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of any 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 countersigned
by the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly executed and delivered hereunder. All Certificates
shall be dated the date of their countersignature. On the Closing Date, the
Trustee shall countersign the Certificates to be issued at the written direction
of the Depositor, or any affiliate thereof.

            The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restriction or transfer imposed under
Article V of this Agreement or under applicable law with respect to any transfer
of any Certificate, or any interest therein, other than to require delivery of
the certification(s) and/or opinions of counsel described in Article V
applicable with respect to changes in registration of record ownership of
Certificates in the Certificate Register. The Trustee shall have no liability
for transfers, including transfers made through the book-entry facilities of the
Depository or between or among Depository Participants or beneficial owners of
the Certificates made in violation of applicable restrictions.

            SECTION 5.02      Certificate Register; Registration of Transfer and
                              Exchange of Certificates.

            (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and 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, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.

            At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall 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 to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but 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 may be required.

            All Certificates surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Trustee in
accordance with the Trustee's customary procedures.

            (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer in substantially the form set forth in Exhibit J (the "Transferor
Certificate") and (i) deliver a letter in substantially the form of either (A)
Exhibit K (the "Investment Letter") provided that all of the Class X
Certificates of a Class shall be transferred to one investor or the Depositor
otherwise consents to such transfer, or (B) Exhibit L (the "Rule 144A Letter")
or (ii) there shall be delivered to the Trustee and the Depositor at the expense
of the transferor an Opinion of Counsel that such transfer may be made pursuant
to an exemption from the Securities Act. The Depositor shall provide to any
Holder of a Private Certificate and any prospective transferee designated by any
such Holder, information regarding the related Certificates and the Mortgage
Loans and such other information as shall be necessary to satisfy the condition
to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Trustee and the Servicers
shall cooperate with the Depositor in providing the Rule 144A information
referenced in the preceding sentence, including providing to the Depositor such
information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its
obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Seller and the Servicers against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

            No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee and the Depositor shall have received either (i) a representation
from the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only by the
Trustee's receipt of a representation letter from the transferee substantially
in the form of Exhibit K or Exhibit L, or Exhibit I, as applicable), to the
effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code (a
"Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan
to effect such transfer or (ii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee, which Opinion of Counsel shall not be an expense of either the
Trustee or the Trust Fund, addressed to the Trustee and the Depositor for the
benefit of the Trustee, the Depositor and the Servicers and on which they may
rely, to the effect that the purchase or holding of such ERISA-Restricted
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee, the Depositor, the Special Servicer
or the Servicers to any obligation in addition to those expressly undertaken in
this Agreement or to any liability. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA-Restricted Certificate to or
on behalf of an employee benefit plan subject to ERISA or to the Code without
the delivery to the Trustee and the Depositor of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

      No transfer of a Class B Certificate shall be made at any time unless
either (i) the Trustee and the Depositor shall have received a representation
from the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee and the Depositor, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA or a
plan subject to Section 4975 of the Code (either a "Plan"), or a Person acting
on behalf of a Plan or using the assets a Plan, or (ii) the transferee provides
a representation that the proposed transfer or holding of such Certificate are
eligible for exemptive relief under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited Transaction
Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23.

      Each beneficial owner of a Class M Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
that certificate or interest therein, that either (i) it is not a Plan or
investing with "Plan Assets", (ii) it has acquired and is holding such
certificate in reliance on Prohibited Transaction Exemption 2002-41 as amended
from time to time (the "Exemption"), and that it understands that there are
certain conditions to the availability of the Exemption, including that the
certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by S&P, Fitch or Moody's, and the certificate is so rated or
(iii) (1) it is an insurance company, (2) the source of funds used to acquire or
hold the certificate or interest therein is an "insurance company general
account," as such term is defined in PTE 95-60, and (3) the conditions in
Sections I and III of PTE 95-60 have been satisfied.

            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 ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) 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.

            (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

            (ii) No Ownership Interest in a Residual Certificate may be
      registered on the Closing Date or thereafter transferred, and the Trustee
      shall not register the Transfer of any Residual Certificate unless, in
      addition to the certificates required to be delivered to the Trustee under
      subparagraph (b) above, the Trustee and the Depositor shall have been
      furnished with an affidavit (a "Transfer Affidavit") of the initial owner
      or the proposed transferee in the form attached hereto as Exhibit I.

            (iii) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Residual Certificate and (C)
      not to Transfer its Ownership Interest in a Residual Certificate or to
      cause the Transfer of an Ownership Interest in a Residual Certificate to
      any other Person if it has actual knowledge that such Person is not a
      Permitted Transferee.

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(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 after receipt of the related Transfer Affidavit and Transferor
      Certificate. The Trustee shall be entitled but not obligated to recover
      from any Holder of a Residual Certificate that was in fact not a Permitted
      Transferee at the time it became a Holder or, at such subsequent time as
      it became other than a Permitted Transferee, all payments made on such
      Residual Certificate at and after either such time. Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to the
      last preceding Permitted Transferee of such Certificate.

            (v) The Depositor shall use its best efforts to make available, upon
      receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
      Transfer of an Ownership Interest in a Residual Certificate to any Holder
      who is not a Permitted Transferee.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Seller or
the Servicers, to the effect that the elimination of such restrictions will not
cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

            (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

            (e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

            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.

            If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, (y) the Depositor, with the consent of
the Depository Participants, 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 at least 51%
of the Certificate Balance of the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants 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 (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates.

            In addition, if an Event of Default has occurred and is continuing,
each Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Balance being exchanged, the Depository Participant account
to be debited with the decrease, the registered holder of and delivery
instructions for the Definitive Certificates and any other information
reasonably required by the Trustee), (i) the Trustee shall instruct the
Depository to reduce the related Depository Participant's account by the
aggregate Certificate Balance of the Definitive Certificates, (ii) the Trustee
shall execute, authenticate and deliver, in accordance with the registration and
delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner's Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Class Principal
Balance of such Class of Certificates by the amount of the Definitive
Certificates.

            None of the Seller, the Servicers, the Depositor or the Trustee
shall be liable for any delay in delivery of any instruction required under this
section and each may conclusively rely on, and shall be protected in relying on,
such instructions. The Depositor shall provide the Trustee with an adequate
inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

            SECTION 5.03      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 such security
or indemnity as may be required by it to hold it 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, countersign and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 5.03, 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 replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

            SECTION 5.04      Persons Deemed Owners.

            The Servicers, the Trustee and any agent of the Servicers or the
Trustee may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and none of the
Servicers, the Trustee or any agent of the Servicers or the Trustee shall be
affected by any notice to the contrary.

            SECTION 5.05      Access to List of Certificateholders' Names and
                              Addresses.

            If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or a Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicers or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

            SECTION 5.06      Maintenance of Office or Agency.

            The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York, New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its Corporate Trust Office for such purposes. The
Trustee will give prompt written notice to the Certificateholders of any change
in such location of any such office or agency.
<PAGE>

                                   ARTICLE VI

        THE DEPOSITOR, THE SELLER, THE SERVICERS AND THE SPECIAL SERVICER

            SECTION 6.01      Respective Liabilities of the Depositor, the
                              Sellers, the Servicers and the Special Servicer.

            The Depositor, the Seller, each Servicer and the Special Servicer
shall each be liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and undertaken by them
herein.

            SECTION 6.02      Merger or Consolidation of the Depositor, the
                              Seller, a Servicer or the Special Servicer.

            The Depositor, the Seller, each Servicer and the Special Servicer
will each keep in full effect its existence, rights and franchises as a
corporation under the laws of the United States or under the laws of one of the
states thereof or as a federally chartered savings bank organized under the laws
of the United States and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its respective duties under this Agreement. Notwithstanding the foregoing, the
Seller or a Servicer may be merged or consolidated into another Person in
accordance with the following paragraph.

            Any Person into which the Depositor, the Seller, a Servicer or the
Special Servicer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Depositor, the Seller, a Servicer or the
Special Servicer shall be a party, or any person succeeding to the business of
the Depositor, the Seller, a Servicer or the Special Servicer, shall be the
successor of the Depositor, the Seller, a Servicer or the Special Servicer, as
the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, provided, however, that the successor or surviving
Person with respect to a merger or consolidation of a Servicer or the Special
Servicer shall be an institution which is a Fannie Mae or Freddie Mac approved
company in good standing. In addition to the foregoing, there must be delivered
to the Trustee a letter from each of the Rating Agencies, to the effect that
such merger, conversion or consolidation of a Servicer will not result in a
disqualification, withdrawal or downgrade of the then current rating of any of
the Certificates.

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

            None of the Depositor, the Seller, any Servicer, the Special
Servicer nor any of the directors, officers, employees or agents of the
Depositor, the Seller, any Servicer or the Special Servicer shall be under any
liability to the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Seller, any Servicer, the Special Servicer or any such Person
against any breach of representations or warranties made by it herein or protect
the Depositor, the Seller, any Servicer, the Special Servicer or any such Person
from any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Seller, each Servicer, the Special Servicer and any director, officer, employee
or agent of the Depositor, the Seller, a Servicer or the Special 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 Depositor,
the Seller, the Trustee, the related Servicer, the Special Servicer and any
director, officer, employee or agent of the Depositor, the Seller, the Trustee,
the related Servicer or the Special Servicer shall be indemnified by the Trust
Fund out of the Collection Account and held harmless against any loss, liability
or expense incurred in connection with any legal action relating to this
Agreement (including the provisions set forth in the last sentence of Section
2.01(a)) or the Certificates, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
its duties hereunder or by reason of reckless disregard of obligations and
duties hereunder; provided, however, with respect to the provisions set forth in
the last sentence of Section 2.01(a), such indemnification will be without
regard to loss, liability or expense incurred by reason of any willful
misfeasance, bad faith or negligence in performance of its duties hereunder.
None of the Depositor, the Seller, any Servicer or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its respective duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that any of the
Depositor, the Seller, any Servicer or the Special Servicer may in its
discretion undertake any such action that it may deem necessary or desirable in
respect of this Agreement and the rights and duties of the parties hereto and
interests of the Trustee and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, the Seller, each Servicer and the Special Servicer shall be entitled
to be reimbursed therefor out of the Collection Account. Each Servicer's and the
Special Servicer's right to indemnity or reimbursement pursuant to this Section
6.03 shall survive the resignation or termination of such Servicer as set forth
herein.

            SECTION 6.04      Limitation on Resignation of a Servicer.

            (a) Subject to Section 6.04(b) below, a Servicer shall not resign
from the obligations and duties hereby imposed on it except (a)(i) upon
appointment, pursuant to the provisions of Section 7.02, of a successor servicer
which (x) has a net worth of not less than $10,000,000 and (y) is a Fannie Mae
or Freddie Mac approved company in good standing and (ii) receipt by the Trustee
of a letter from each Rating Agency that such a resignation and appointment will
not result in a qualification, withdrawal or downgrading of the then current
rating of any of the Certificates, or (b) upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination
under clause (b) permitting the resignation of a Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Trustee. No such
resignation shall become effective until the Trustee or a successor servicer
shall have assumed such Servicer's responsibilities, duties, liabilities and
obligations hereunder and the requirements of Section 7.02 have been satisfied.

            (b) Notwithstanding the foregoing and except with respect to any
[________] Serviced Loan, at the Seller's request, so long as it is the owner of
the servicing rights, [________] or [________] or the Special Servicer shall
resign upon the Seller's selection and appointment of a successor servicer;
provided that the Seller delivers to the Trustee the letter required by Section
6.04(a)(ii) above.
<PAGE>


                                  ARTICLE VII

                                     DEFAULT

            SECTION 7.01      Events of Default.

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

            (i) any failure by a Servicer to make any deposit or payment
      required pursuant to this Agreement which continues unremedied for a
      period of one Business Day (or, in the case of any such failure to make
      any deposit or payment due to any outbreak or escalation of hostilities,
      declaration by the United States of a national emergency or war or other
      calamity or crisis or act of god, for a period of three Business Days)
      after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to such Servicer by the Trustee
      or the Depositor, or to such Servicer and the Trustee by the Holders of
      Certificates having not less than 25% of the Voting Rights evidenced by
      the Certificates; or

            (ii) any failure by a Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of
      such Servicer set forth in this Agreement, which failure or breach (a)
      materially affects the rights of the Certificateholders and (b) continues
      unremedied for a period of 30 days after the date on which written notice
      of such failure or breach, requiring the same to be remedied, shall have
      been given to such Servicer by the Trustee or the Depositor, or to such
      Servicer and the Trustee by the Holders of Certificates having not less
      than 25% of the Voting Rights evidenced by the Certificates; or

            (iii) if a representation or warranty set forth in Section 2.03(b)
      or (c), as applicable, hereof shall prove to be materially incorrect as of
      the time made in any respect that materially and adversely affects
      interests of the Certificateholders, and the circumstances or condition in
      respect of which such representation or warranty was incorrect shall not
      have been eliminated or cured, within 30 days (or, if such breach is not
      capable of being cured within 30 days and provided that the related
      Servicer believes in good faith that such breach can be cured and is
      diligently pursuing the cure thereof, within 90 days) after the date on
      which written notice thereof shall have been given to the related Servicer
      by the Trustee for the benefit of the Certificateholders or by the
      Depositor; or

            (iv) failure by a Servicer to maintain, if required, its license to
      do business in any jurisdiction where the related Mortgaged Property is
      located, to the extent such failure materially and adversely affects the
      ability of such Servicer to perform its obligations under this Agreement;
      or

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction for the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, including bankruptcy,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      a Servicer and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 consecutive days; or

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

            (vii) any failure of a Servicer to make any Advance, to the extent
      required under Section 4.01 in the manner and at the time required to be
      made from its own funds pursuant to this Agreement and after receipt of
      notice from the Trustee, which failure continues unremedied after the
      close of business on the Business Day immediately preceding the related
      Distribution Date; or

            (viii) a Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of
      or commence a voluntary case under, any applicable insolvency, bankruptcy
      or reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or cease its
      normal business operations for three Business Days; or

            (ix) (a) either (I) the servicer rankings or ratings of a Servicer
      are downgraded two or more levels below the level in effect on the Closing
      Date by one or more of the Rating Agencies rating the Certificates or (II)
      the servicer rankings or ratings for a Servicer are downgraded to "below
      average" status by one or more of the Rating Agencies rating the
      Certificates or (b) one or more Classes of the Certificates are downgraded
      or placed on negative watch due in whole or in part to the performance or
      servicing of a Servicer.

            Other than an Event of Default resulting from a failure of a
Servicer to make any Advance, if an Event of Default described in clauses (i)
through (viii) of this Section shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, or at the direction of the Holders of Certificates evidencing not less than
51% of the Voting Rights evidenced by the Certificates, the Trustee shall by
notice in writing to such Servicer (with a copy to each Rating Agency),
terminate all of the rights and obligations of such Servicer under this
Agreement and in and to the related Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder (and the rights to
reimburse itself for Advances and Servicing Advances previously made pursuant to
this Agreement, the right to accrued and unpaid Servicing Fees and the rights
under Section 6.03 with respect to events occurring prior to such termination).
If an Event of Default results from the failure of a Servicer to make an
Advance, the Trustee shall prior to the Distribution Date occurring in the
succeeding calendar month, by notice in writing to such Servicer and the
Depositor (with a copy to each Rating Agency), terminate all of the rights and
obligations of such Servicer under this Agreement prior to the Distribution Date
occurring in the succeeding calendar month and in and to the related Mortgage
Loans and the proceeds thereof, other than its rights as a Certificateholder
hereunder and the rights to reimburse itself for Advances and Servicing Advances
previously made pursuant to this Agreement, the right to accrued and unpaid
Servicing Fees and the rights under Section 6.03 with respect to events
occurring prior to such termination. If an Event of Default described in clause
(ix) of this Section occurs, the Trustee shall, at the direction of the Seller,
by notice in writing to the related Servicer, terminate all of the rights and
obligations of such Servicer under this Agreement (other than its right to
reimburse itself for Advances and Servicing Advances previously made, as
provided in Section 3.08, the right to accrued and unpaid Servicing Fees and the
rights under Section 6.03 with respect to events occurring prior to such
termination) and shall appoint as successor Servicer the entity selected by the
Seller in accordance with Section 7.02; provided the Seller shall first furnish
to the Trustee a letter from each Rating Agency that the appointment of such
successor will not result in a downgrading of the rating of any of the
Certificates.

            Upon receipt by a Servicer of such written notice of termination,
all authority and power of such Servicer under this Agreement, whether with
respect to the Mortgage Loans serviced by it or otherwise, shall pass to and be
vested in the Trustee or its nominee. Upon written request from the Trustee,
such Servicer shall prepare, execute and deliver to the successor entity
designated by the Trustee any and all documents and other instruments, place in
such successor's possession all related Mortgage Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, including but not limited to the transfer and
endorsement or assignment of the Mortgage Loans and related documents, at such
Servicer's sole expense. The related Servicer shall cooperate with the Trustee
and such successor in effecting the termination of such Servicer's
responsibilities and rights hereunder, including without limitation, the
transfer to such successor for administration by it of all cash amounts, net of
unreimbursed Advances and Servicing Advances and unpaid Servicing Fees which
shall at the time be credited by the related Servicer to the Collection Account
or Escrow Account or thereafter received with respect to the Mortgage Loans
serviced by it. The Trustee, as successor Servicer, shall thereupon make any
Advance. The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the related 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 or assignment of
the related Mortgage Loans and related documents, or otherwise.

            SECTION 7.02      Trustee to Act; Appointment of Successor.

            On and after the time a Servicer receives a notice of termination
pursuant to Section 7.01 of this Agreement or the resignation of a Servicer
pursuant to Section 6.04, the Trustee shall, subject to and to the extent
provided herein, be the successor to the related Servicer, but only in its
capacity as servicer under this Agreement, and not in any other, and the
transactions set forth herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on the related Servicer by the
terms and provisions hereof and applicable law including the obligation to make
Advances pursuant to Section 4.01. As compensation therefor, the Trustee shall
be entitled to all funds relating to the Mortgage Loans that the related
Servicer would have been entitled to charge to the Collection Account, provided
that the terminated Servicer shall nonetheless be entitled to payment or
reimbursement as provided in Section 3.08 to the extent that such payment or
reimbursement relates to the period prior to termination of the related
Servicer. Notwithstanding the foregoing, if the Trustee has become the successor
to a Servicer in accordance with Section 7.01, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
Advances pursuant to 4.01 hereof, or if it is otherwise unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution the appointment of which does
not adversely affect the then current rating of the Certificates by each Rating
Agency, as the successor to a Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of a Servicer hereunder. Any
successor to a Servicer shall be an institution which is a Fannie Mae or Freddie
Mac approved seller/servicer for first and second loans in good standing, which
has a net worth of at least $10,000,000, which is willing to service the related
Mortgage Loans and which executes and delivers to the Depositor and the Trustee
an agreement accepting such delegation and assignment, containing an assumption
by such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the related Servicer (other than liabilities of the related
Servicer under Section 6.03 hereof incurred prior to termination of the related
Servicer under Section 7.01 hereunder), with like effect as if originally named
as a party to this Agreement; provided that each Rating Agency acknowledges that
its rating of the Certificates in effect immediately prior to such assignment
and delegation will not be qualified, withdrawn or downgraded as a result of
such assignment and delegation. Pending appointment of a successor to a Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
shall, subject to the limitations described herein, 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 the related Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of the Servicing
Fee. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of the related Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.

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

            Any successor to a Servicer shall give notice to the Mortgagors of
such change of servicer and shall, during the term of its service as servicer,
maintain in force the policy or policies that such Servicer is required to
maintain pursuant to this Agreement.

            SECTION 7.03      Notification to Certificateholders.

            (a) Upon any termination of or appointment of a successor to a
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

            (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder actually known to the Trustee, unless such Event of
Default shall have been cured or waived.
<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01      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, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument.

            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 willful misconduct; provided, however, that:

            (i) unless an Event of Default actually known to the Trustee shall
      have occurred and be continuing, 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 the Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement which it believed in good faith to be
      genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

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

            (iii) the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates evidencing not less than 25%
      of the Voting Rights of Certificates 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.

            SECTION 8.02      Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) the Trustee may request and conclusively rely upon and shall be
      protected in acting or refraining from acting upon any resolution,
      Officers' Certificate, certificate of auditors or any other certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties and
      the Trustee shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

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

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

            (iv) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or document, unless requested in writing so to do by
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      allocated to each Class of Certificates;

            (v) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents,
      affiliates, accountants or attorneys;

            (vi) the Trustee shall not be required to risk or expend its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties or in the exercise of any of its rights or powers hereunder
      if it shall have reasonable grounds for believing that repayment of such
      funds or adequate indemnity against such risk or liability is not assured
      to it;

            (vii) the Trustee shall not be liable for any loss on any investment
      of funds pursuant to this Agreement (other than as issuer of the
      investment security);

            (viii) the Trustee shall not be deemed to have knowledge of an Event
      of Default until a Responsible Officer of the Trustee shall have received
      written notice thereof; and

            (ix) the Trustee shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity satisfactory
      to the Trustee against the costs, expenses and liabilities which may be
      incurred therein or thereby.

            SECTION 8.03      Trustee Not Liable for Certificates or Mortgage
                              Loans.

            The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Seller, as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS(R) System, other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or any Servicer of any funds paid to the
Depositor or a Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or a Servicer.

            SECTION 8.04      Trustee May Own Certificates.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the Depositor,
the Seller, any Servicer and their affiliates, with the same rights as it would
have if it were not the Trustee.

            SECTION 8.05      Trustee's Fees and Expenses.

            The Trustee, as compensation for its activities hereunder, shall be
entitled to withdraw from the Certificate Account on each Distribution Date
prior to making distributions pursuant to Section 4.02 an amount equal to the
Trustee Fee for such Distribution Date. The Trustee and any director, officer,
employee or agent of the Trustee shall be indemnified by the Depositor and the
Servicers, to the extent such indemnity related to the failure of the related
Servicer to perform its servicing obligations in accordance with this Agreement,
and held harmless against any loss, liability or expense (including reasonable
attorney's fees and expenses) (i) incurred in connection with any claim or legal
action relating to (a) this Agreement (including the provisions set forth in the
last sentence of Section 2.01(a)), (b) the Custodial Agreements, (c) the
Certificates, or (d) the performance of any of the Trustee's duties hereunder,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the Trustee's
duties hereunder or incurred by reason of any action of the Trustee taken at the
direction of the Certificateholders; provided, however, with respect to the
provisions set forth in the last sentence of Section 2.01(a), such
indemnification will be without regard to loss, liability or expense incurred by
reason of any willful misfeasance, bad faith or negligence in the performance of
any of the Trustee's duties hereunder and (ii) resulting from any error in any
tax or information return prepared by the related Servicer. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Trustee hereunder. Without limiting the foregoing, the Depositor covenants and
agrees, except as otherwise agreed upon in writing by the Depositor and the
Trustee, and except for any such expense, disbursement or advance as may arise
from the Trustee's negligence, bad faith or willful misconduct, to pay or
reimburse the Trustee, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses and
disbursements of its counsel not associated with the closing of the issuance of
the Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with
preparing any Definitive Certificates. Except as otherwise provided herein, the
Trustee shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Trustee in the ordinary course of its duties as
Trustee, Registrar or agent for the Tax Matters Person hereunder or for any
other expenses.

            SECTION 8.06      Eligibility Requirements for the Trustee and
                              Custodian.

            The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association 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 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or a Servicer and its affiliates; provided, however, that such
entity cannot be an affiliate of the Seller, the Depositor or a Servicer other
than the Trustee in its role as successor to a Servicer.

            SECTION 8.07      Resignation and Removal of the Trustee.

            The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor, the
Seller, each Servicer, the Special Servicer and each Rating Agency not less than
60 days before the date specified in such notice, when, subject to Section 8.08,
such resignation is to take effect, and acceptance by a successor trustee in
accordance with Section 8.08 meeting the qualifications set forth in Section
8.06. If no successor trustee meeting such qualifications shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation or removal (as provided below), the resigning or removed
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request thereto by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as 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 a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which shall be delivered to the Trustee, one copy to each Servicer and the
Seller and one copy to the successor trustee.

            The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to each Servicer and the Seller, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency by the successor trustee. All costs and expenses incurred by the Trustee
in connection with the removal of the Trustee without cause shall be reimbursed
to the Trustee from amounts on deposit in the Collection Account.

            Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

            SECTION 8.08      Successor Trustee.

            Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
and each Servicer and the Seller an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, each Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties, and obligations.

            No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and its appointment shall not
adversely affect the then current rating of the Certificates.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

            SECTION 8.09      Merger or Consolidation of 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, shall be the successor of
the Trustee hereunder, provided that such corporation shall be eligible under
the provisions of Section 8.06 without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

            SECTION 8.10      Appointment of Co-Trustee or Separate Trustee.

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

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

            (i) To the extent necessary to effectuate the purposes of this
      Section 8.10, all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee and such separate trustee or co-trustee
      jointly (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 a 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
      applicable Trust Fund or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or
      co-trustee, but solely at the direction of the Trustee;

            (ii) No trustee hereunder shall be held personally liable by reason
      of any act or omission of any other trustee hereunder and such appointment
      shall not, and shall not be deemed to, constitute any such separate
      trustee or co-trustee as agent of the Trustee;

            (iii) The Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee; and

            (iv) The Depositor, and not the Trustee, shall be liable for the
      payment of reasonable compensation, reimbursement and indemnification to
      any such separate trustee or co-trustee.

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

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

            SECTION 8.11      Tax Matters.

            It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
for the Tax Matters Person and on behalf of the Trust Fund and that in such
capacity it shall: (a) prepare and file, or cause to be prepared and filed, in a
timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each of REMIC 1, REMIC 2 and REMIC
3 containing such information and at the times and in the manner as may be
required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby; (b)
within thirty days of the Closing Date, furnish or cause to be furnished to the
Internal Revenue Service, on Forms 8811 or as otherwise may be required by the
Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such form, and
update such information at the time or times in the manner required by the Code;
(c) make or cause to be made elections that the assets of each of REMIC 1, REMIC
2 and REMIC 3 be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law); (d) prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-Permitted Transferee is the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are outstanding so as to maintain the status
of REMIC 1, REMIC 2 and REMIC 3 as a REMIC under the REMIC Provisions; (g) not
knowingly or intentionally take any action or omit to take any action that would
cause the termination of the REMIC status of REMIC 1, REMIC 2 or REMIC 3; (h)
pay, from the sources specified in the fourth paragraph of this Section 8.11,
the amount of any federal or state tax, including prohibited transaction taxes
as described below, imposed on the Trust Fund prior to its termination when and
as the same shall be due and payable (but such obligation shall not prevent the
Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be required
to sign such returns by the Code or state or local laws, regulations or rules;
(j) maintain records relating to the Trust Fund, including but not limited to
the income, expenses, assets and liabilities thereof and the fair market value
and adjusted basis of the assets determined at such intervals as may be required
by the Code, as may be necessary to prepare the foregoing returns, schedules,
statements or information; and (k) as and when necessary and appropriate,
represent the Trust Fund in any administrative or judicial proceedings relating
to an examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of the Trust Fund, enter into
settlement agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of the Trust Fund, and otherwise act on
behalf of the Trust Fund in relation to any tax matter or controversy involving
it.

            To the extent that they are under its control, each Servicer shall
conduct matters relating to the assets of each REMIC at all times that any
Certificates are outstanding so as to maintain the status of REMIC 1, REMIC 2
and REMIC 3 as a REMIC under the REMIC Provisions. No Servicer shall knowingly
or intentionally take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC or REMIC 3.

            In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

            In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to the Trust Fund after the Startup Day pursuant
to Section 860G(d) of the Code, or any other tax is imposed, if not paid as
otherwise provided for herein, such tax shall be paid by (i) the Trustee, if any
such other tax arises out of or results from a breach by the Trustee of any of
its obligations under this Agreement, (ii) the related Servicer or the Seller,
in the case of any such minimum tax, if such tax arises out of or results from a
breach by such Servicer or the Seller of any of their obligations under this
Agreement or (iii) the Seller, if any such tax arises out of or results from the
Seller's obligation to repurchase a related Mortgage Loan pursuant to Section
2.02 or 2.03 or (iv) in all other cases, or in the event that the Trustee, the
related Servicer or Seller fails to honor its obligations under the preceding
clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to
be distributed to the Certificateholders, as provided in Section 4.02.

            Neither a Servicer nor the Trustee shall enter into any arrangement
by which any of REMIC 1, REMIC 2 or REMIC 3 will receive a fee or other
compensation for services nor permit any of REMIC 1, REMIC 2 or REMIC 3 to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

            SECTION 8.12      Commission Reporting.

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

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

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

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

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

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

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

                  G. Any exhibits to the Form 10-D from the Seller.

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

                  A. Any entry into a material definitive agreement, any
            termination of a material definitive agreement and any bankruptcy or
            receivership of the Depositor, the Seller or the Servicers
            (including any servicer that does not sign the pooling and servicing
            agreement and any subservicer that signs a subservicing agreement)
            from the Depositor, the Seller or the Servicers as applicable;

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

                  C. Any Securities Act update provided by the Seller.

            (iii) Prior to January 30 in each year commencing in 2007, the
Trustee shall, in accordance with industry standards, file a Form 15 Suspension
Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15,
2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed,
prior to March 15 of each year thereafter, the Master Servicer shall provide the
Trustee with an Annual Compliance Statement, together with a copy of the
Assessment of Compliance and Attestation Report to be delivered by each Servicer
pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless
and until a Form 15 Suspension Notice shall have been filed, March 31 of each
year thereafter, the Trustee shall, subject to subsection (d) below, file a Form
10-K, in substance conforming to industry standards, with respect to the Trust
Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation
Report, Annual Compliance Statements and other documentation provided by the
Servicers pursuant to Sections 3.16 and 3.17 and a certification in the form
attached hereto as Exhibit W (the "Depositor Certification"), which shall be
signed by the senior officer of the Depositor in charge of securitization. The
Depositor, Seller and the Servicers shall provide the Trustee with the following
information, as applicable, no later than March 1 of each calendar year prior to
the filing deadline for the Form 10-K:

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

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

                  C. A description of any affiliations between the transaction
            parties pursuant to Item 1119 of Regulation AB from the Seller; and

                  D. The Assessment of Compliance, Attestation Report, Annual
            Compliance Statements and other documentation provided by each
            Servicer pursuant to Sections 3.16 and 3.17.

The Depositor hereby grants to the Trustsee a limited power of attorney to
execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (x) receipt by the Trustee
from the Depositor of written termination of such power of attorney and (y) the
termination of the Trust Fund. The Depositor agrees to promptly furnish to the
Trustee, from time to time upon request, such further information, reports and
financial statements within its control related to this Agreement, the Mortgage
Loans as the Trustee reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Trustee shall have no responsibility
to file any items other than those specified in this Section 8.12; provided,
however, the Trustee will cooperate with the Depositor in connection with any
additional filings with respect to the Trust Fund as the Depositor deems
necessary under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Copies of all reports filed by the Trustee under the Exchange Act shall
be sent to: the Depositor c/o [_____________________________]. Fees and expenses
incurred by the Trustee in connection with this Section 8.12 shall not be
reimbursable from the Trust Fund.

            (b) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), the
Trustee shall sign a certification in the form attached hereto as Exhibit X (the
"Trustee Certification") for the benefit of the Depositor and its officers,
directors and affiliates regarding certain aspects of items 1 through 3 of the
Depositor Certification. In addition, the Trustee shall, subject to the
provisions of Section 8.01 and 8.02 hereof, indemnify and hold harmless the
Depositor and each Person, if any, who "controls" the Depositor within the
meaning of the Securities Act and its officers, directors and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Trustee's obligations under this
Section 8.12 or any inaccuracy made in the Trustee Certification. If the
indemnification provided for in this Section 8.12(b) is unavailable or
insufficient to hold harmless such Persons, then the Trustee shall contribute to
the amount paid or payable by such Persons as a result of the losses, claims,
damages or liabilities of such Persons in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Trustee on
the other. The Trustee acknowledges that the Depositor is relying on the
Trustee's performance of its obligations under this Section 8.12 in order to
perform its obligations under Section 8.12(a) above.

            (c) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), each
Servicer will deliver to the Depositor and the Trustee an Officer's Certificate
for the prior calendar year in substantially the form of Exhibit Y to this
Agreement. Each Servicer agrees to indemnify and hold harmless the Depositor,
the Trustee and each Person, if any, who "controls" the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs, fees and expenses that such Person may sustain arising out of
third party claims based on (i) the failure of such Servicer to deliver or
caused to be delivered when required any Officer's Certificate pursuant to this
Section 8.12(c), or (ii) any material misstatement or omission contained in any
Officer's Certificate provided pursuant to this Section 8.12(c). If an event
occurs that would otherwise result in an indemnification obligation under
clauses (i) or (ii) above, but the indemnification provided for in this Section
8.12(c) by such Servicer is unavailable or insufficient to hold harmless such
Persons, then such Servicer shall contribute to the amount paid or payable by
such Persons as a result of the losses, claims, damages or liabilities of such
Persons in such proportion as is appropriate to reflect the relative fault of
the Depositor or Trustee on the one hand and such Servicer on the other. Each
Servicer acknowledges that the Depositor and the Trustee are relying on such
Servicer's performance of its obligations under this Agreement in order to
perform their respective obligations under this Section 8.12.

            (d) Nothing shall be construed from the foregoing subsections (a),
(b) and (c) to require the Trustee or any officer, director or Affiliate thereof
to sign any Form 10-K or any certification contained therein. Furthermore, the
inability of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 8.12(a) or required signatures on such Form
10-K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

            (e) Notwithstanding the provisions of Section 10.01, this Section
8.12 may be amended without the consent of the Certificateholders.

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

            (g) Each of the parties acknowledges and agrees that the purpose of
Sections 3.16, 3.17 and this Section 8.12 of this Agreement is to facilitate
compliance by the Seller and the Depositor with the provisions of Regulation AB
promulgated by the Commission under the 1934 Act (17 C.F.R. ss.ss. 229.1100 -
229.1123), as such may be amended from time to time and subject to clarification
and interpretive advice as may be issued by the staff of the Commission from
time to time. Therefore, each of the parties agrees that (a) the obligations of
the parties hereunder shall be interpreted in such a manner as to accomplish
that purpose, (b) the parties' obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive
advice or guidance, convention or consensus among active participants in the
asset-backed securities markets, advice of counsel, or otherwise in respect of
the requirements of Regulation AB, (c) the parties shall comply with requests
made by the Seller or the Depositor for delivery of additional or different
information as the Seller or the Depositor may determine in good faith is
necessary to comply with the provisions of Regulation AB, and (d) no amendment
of this Agreement shall be required to effect any such changes in the parties'
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.
<PAGE>


                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01      Termination upon Liquidation or Purchase of the
                              Mortgage Loans.

            Subject to Section 9.03 and Section 9.04, the rights, obligations
and responsibilities of the Depositor, the Seller, the Servicers, the Special
Servicer and the Trustee created hereunder with respect to the Trust Fund shall
terminate upon the earliest of:

            (a) the purchase by the Terminating Entity, at its election, of all
Mortgage Loans (and REO Properties) remaining at the price equal to the greater
of (I) the sum of (A) 100% of the Aggregate Collateral Balance (other than in
respect of REO Property) plus one month's accrued interest thereon at the
applicable Mortgage Rate, (B) with respect to any REO Property, the lesser of
(x) the appraised value of any REO Property as determined by the higher of two
independent valuations completed by two independent companies selected by the
Depositor at the expense of the Depositor and (y) the Stated Principal Balance
of each Mortgage Loan related to any REO Property, in each case plus accrued and
unpaid interest thereon at the applicable Mortgage Rate and (C) any remaining
unreimbursed Advances, Servicing Advances and Servicing Fees payable to a
Servicer (other than a Servicer that is the Terminating Entity) and any
unreimbursed Advances (made by the Trustee as a successor Servicer), Trustee
Fees and expenses payable to the Trustee (the sum of (A), (B) and (C),
collectively, the "Par Value") and (II) the Fair Market Value;

            (b) the later of (i) the maturity or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement; and

            (c) the purchase by the Auction Purchaser of all the Mortgage Loans
and all property acquired in respect of any remaining Mortgage Loan (the "Trust
Collateral"), in each case as described below.

            In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof and (ii) the Latest Possible
Maturity Date. The right to repurchase all Mortgage Loans and REO Properties
pursuant to clause (a) above shall be conditioned upon the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of any such repurchase, aggregating less than ten percent
of the Aggregate Collateral Balance as of the Cut-off Date.

            If the Terminating Entity has not exercised its purchase option
described above, on any Distribution Date on or after the date on which the
aggregate Stated Principal Balance of the Mortgage Loans and the appraised value
of the REO Properties at the time of the purchase is less than five percent of
the Aggregate Collateral Balance as of the Cut-off Date (the "Auction Date"),
the Trustee shall solicit, or cause to be solicited, good faith bids for the
Trust Collateral from at least three institutions that are regular purchasers
and/or sellers in the secondary market of residential whole mortgage loans
similar to the Mortgage Loans. If the Trustee receives at least three bids for
the Trust Collateral, and one of such bids is equal to or greater than the Par
Value, the Trustee shall sell the Trust Collateral to the highest bidder (the
"Auction Purchaser") at the price offered by the Auction Purchaser (the
"Mortgage Loan Auction Price") and following such sale shall have no further
liability or responsibility therefor. If the Trustee receives less than three
bids, or does not receive any bid that is equal to or greater than the Par
Value, the Trustee shall continue conducting auctions every six months until the
earlier of (a) the completion of a successful auction and (b) the Terminating
Entity exercises its purchase option. Only expenses incurred by the Trustee in
connection with the solicitation of bids for a successful auction described in
this paragraph shall be payable to the Trustee, out of the Mortgage Loan Auction
Price received in connection with such successful auction, as described in
Section 9.02 hereof; provided, however that any indemnification rights available
to the Trustee under this Agreement in connection with any auctions will not be
limited by this sentence. Notwithstanding anything to the contrary herein, the
Auction Purchaser shall not be the Depositor or DLJMC or any of their respective
affiliates.

            SECTION 9.02      Final Distribution on the Certificates.

            If on any Determination Date, the Trustee determines that there are
no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund
other than the funds in the Collection Accounts and Certificate Account, the
Trustee shall promptly send a final distribution notice to each
Certificateholder. If the Terminating Entity above elects to terminate the Trust
Fund pursuant to Section 9.01 or the Auction Purchaser purchases the Trust
Collateral pursuant to Section 9.01, at least 20 days prior to the date notice
is to be mailed to the affected Certificateholders (the "Optional Termination
Notice Date") such Person shall notify the Servicers and the Trustee of the date
the Terminating Entity or the Auction Purchaser intends to terminate the Trust
Fund and of the applicable repurchase price of the Mortgage Loans and REO
Properties.

            Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 15th
day and not later than the 10th day preceding such final distribution. Any such
notice shall specify (a) the Distribution Date upon which final distribution on
the Certificates will be made upon presentation and surrender of Certificates at
the office therein designated, (b) the amount of such final distribution, (c)
the location of the office or agency at which such presentation and surrender
must be made, and (d) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office therein specified.
The Trustee shall give such notice to each Rating Agency at the time such notice
is given to Certificateholders.

            Any purchase by the Terminating Entity pursuant to Section 9.01(a)
shall be made on an Optional Termination Date by deposit of the applicable
purchase price into the Certificate Account before the Distribution Date on
which such purchase is effected. Upon receipt by the Trustee of an Officer's
Certificate of the Terminating Entity certifying as to the deposit of such
purchase price into the Certificate Account, the Trustee shall, upon request and
at the expense of the Terminating Entity execute and deliver all such
instruments of transfer or assignment delivered to it by the Terminating Entity,
in each case without recourse, as shall be reasonably requested by the
Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans
so purchased and shall transfer or deliver to the Terminating Entity the
purchased Mortgage Loans. Any distributions on the Mortgage Loans which have
been subject to an Optional Termination received by the Trustee subsequent to
(or with respect to any period subsequent to) the Optional Termination Date
shall be promptly remitted by it to the Terminating Entity.

            Any purchase of the Trust Collateral by the Auction Purchaser shall
be made on an Auction Date by receipt of the Trustee of the Mortgage Loan
Auction Price from the Auction Purchaser, and deposit of such Mortgage Loan
Auction Price into the Certificate Account by the Trustee before the
Distribution Date on which such purchase is effected. Upon deposit of such
purchase price into the Certificate Account, the Trustee shall, upon request and
at the expense of the Auction Purchaser execute and deliver all such instruments
of transfer or assignment delivered to it by the Terminating Entity, in each
case without recourse, as shall be reasonably requested by the Auction Purchaser
to vest title in the Auction Purchaser in the Trust Collateral so purchased and
shall transfer or deliver to the Auction Purchaser the purchased Trust
Collateral.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause the final distribution to the Certificateholders of each Class on
the final Distribution Date to be made in accordance with the priorities of
Section 4.02. On the final Distribution Date, the Overcollateralization Amount
shall be distributed to the Class X-1 Certificates in accordance with Section
4.02(b)(iv)O. hereof. Notwithstanding the foregoing, if the final Distribution
Date has occurred as a result of the Terminating Entity's purchase of the Trust
Fund pursuant to Section 9.01(a) or the purchase of the Trust Collateral by the
Auction Purchaser pursuant to Section 9.01(c), all amounts, if any, in excess of
the Par Value shall be distributed by the Trustee directly to the Class A-RL
Certificateholders. All amounts described in the definition of "Par Value"
payable to the Trustee shall be paid to the Trustee from the proceeds of an
optional termination or from the Mortgage Loan Purchase Price received in
connection with a successful auction, as applicable, prior to any distributions
to Certificateholders.

            In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee 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 six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class A-R Certificateholders and Class A-RL Certificateholders shall be
entitled to all unclaimed funds and other assets of the Trust Fund which remain
subject hereto and the Trustee shall be discharged from all further liability
with respect to the Certificates and this Agreement.

            SECTION 9.03      Additional Termination Requirements.

            (a) In the event that the Optional Termination Holder exercises its
purchase option with respect to the Mortgage Loans as provided in Section 9.01
or the Auction Purchaser purchases the Mortgage Loans pursuant to Section 9.01,
at such time as the Mortgage Loans are so purchased, the Trust Fund shall be
terminated in accordance with the following additional requirements, unless the
Trustee has been supplied with an Opinion of Counsel, at the expense of the
Depositor, to the effect that the failure to comply with the requirements of
this Section 9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC as defined in Section 860F of the Code, or (ii) cause
REMIC 1, REMIC 2 and REMIC 3 to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

                  (1)   Within 90 days prior to the final Distribution Date set
                        forth in the notice given by the Trustee under Section
                        9.02, the Depositor shall prepare and the Trustee, at
                        the expense of the Depositor, shall adopt a plan of
                        complete liquidation within the meaning of Section
                        860F(a)(4) of the Code which, as evidenced by an Opinion
                        of Counsel (which opinion shall not be an expense of the
                        Trustee, the Tax Matters Person or the Trust Fund),
                        meets the requirements of a qualified liquidation;

                  (2)   Within 90 days after the time of adoption of such a plan
                        of complete liquidation, the Trustee shall sell all of
                        the assets of the Trust Fund to the Depositor for cash
                        in accordance with Section 9.01; and

                              On the date specified for final payment of the
                        Certificates, the Trustee shall, after payment of any
                        unreimbursed Advances, Servicing Advances, Servicing
                        Fees or other fee compensation payable to each Servicer
                        pursuant to this Agreement, make final distributions of
                        principal and interest on the Certificates in accordance
                        with Section 4.02 and distribute or credit, or cause to
                        be distributed or credited, to the Holders of the
                        Residual Certificates all cash on hand after such final
                        payment (other than the cash retained to meet claims),
                        and the Trust Fund (and any REMIC) shall terminate at
                        that time.

            (b) The Trustee as agent for REMIC 1, REMIC 2 and REMIC 3 hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Depositor, and the receipt of the Opinion of Counsel referred to
in Section 9.03(a)(1) and to take such other action in connection therewith as
may be reasonably requested by the Depositor.

            (c) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to prepare and the Trustee to adopt and sign a
plan of complete liquidation.

            SECTION 9.04      Determination of the Terminating Entity.

            (a) If any Servicer or [________] intends to be the Terminating
Entity, such party must give written notice to the Trustee no later than thirty
(30) days prior to the Optional Termination Notice Date. Upon receiving such
notice, the Trustee shall immediately request from DLJMC and DLJMC shall deliver
to the Trustee no later than twenty-seven (27) days prior to the Optional
Termination Notice Date a letter indicating whether or not DLJMC retains the
servicing rights to any Mortgage Loan.

            (b) The Trustee shall determine the "Terminating Entity" as follows:


            (i) DLJMC, if it is the owner of the servicing rights with respect
      to any Mortgage Loan on the Optional Termination Date;

            (ii) [________], if (a) DLJMC is not the owner of the servicing
      rights with respect to any Mortgage Loan on the Optional Termination Date
      and (b) [________] is a Special Servicer with respect to any Mortgage Loan
      on the Optional Termination Date and [________] has given notice to the
      Trustee pursuant to Section 9.04(a) above;

            (iii) the Majority Servicer on the Optional Termination Date, if (a)
      DLJMC is not the owner of the servicing rights with respect to any
      Mortgage Loan on the Optional Termination Date and (b) [________] has not
      given notice to the Trustee pursuant to Section 9.04(a) above.

(c) No later than twenty-five (25) days prior to the Optional Termination Notice
Date, the Trustee shall provide notice to each Servicer that is a servicer of
any of the Mortgage Loans of the identity of the Terminating Entity.
<PAGE>
                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

            SECTION 10.01     Amendment.

            This Agreement may be amended from time to time by the Depositor,
each Servicer, the Special Servicer, the Seller and the Trustee without the
consent of any of the Certificateholders (i) to cure any ambiguity or mistake,
(ii) to correct any defective provision herein or to supplement any provision
herein which may be inconsistent with any other provision herein, (iii) to add
to the duties of the Depositor, the Seller or any Servicer, (iv) to add any
other provisions with respect to matters or questions arising hereunder or (v)
to modify, alter, amend, add to or rescind any of the terms or provisions
contained in this Agreement; provided that any action pursuant to clauses (iv)
or (v) above shall not, as evidenced by an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee or the Trust Fund, but shall be
at the expense of the party proposing such amendment), adversely affect in any
material respect the interests of any Certificateholder; provided, however, that
no such Opinion of Counsel shall be required if the Person requesting the
amendment obtains a letter from each Rating Agency stating that the amendment
would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates; it being understood and agreed that any such
letter in and of itself will not represent a determination as to the materiality
of any such amendment and will represent a determination only as to the credit
issues affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicers also may at any time and from time to time amend this Agreement
without the consent of the Certificateholders to modify, eliminate or add to any
of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of REMIC 1, REMIC 2 and REMIC 3 as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

            This Agreement may also be amended from time to time by the
Depositor, the Servicers, the Special Servicer, the Seller and the Trustee with
the consent of the Holders of a Majority in Interest of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments required to be distributed on any Certificate
without the consent of the Holder of such Certificate, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
in a manner other than as described in clause (i), without the consent of the
Holders of Certificates of such Class evidencing, as to such Class, Percentage
Interests aggregating 66%, or (iii) reduce the aforesaid percentages of
Certificates the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all such Certificates then outstanding.

            Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, but shall be at the expense of the party
preparing such amendment, to the effect that such amendment will not cause the
imposition of any federal tax on the Trust Fund or the Certificateholders or
cause REMIC 1, REMIC 2 and REMIC 3 to fail to qualify as a REMIC at any time
that any Certificates are outstanding.

            Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance or a copy of such
amendment to each Certificateholder if the consent of Certificateholders was
required and each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund), satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

            SECTION 10.02     Recordation of Agreement; Counterparts.

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor at its expense, but only upon
direction by the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            SECTION 10.03     Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

            SECTION 10.04     [Reserved].

            SECTION 10.05     Notices.

            (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) Any material change or amendment to this Agreement;

            (ii) The occurrence of any Event of Default that has not been cured;

            (iii) The resignation or termination of any Servicer or the Trustee
      and the appointment of any successor;

            (iv) The repurchase or substitution of Mortgage Loans pursuant to
      Sections 2.02 and 2.03; and

            (v) The final payment to Certificateholders.

            (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following to the extent such items are in its possession:

            (i) Each report to Certificateholders described in Section 4.06 and
      3.19;

            (ii) Each annual statement as to compliance described in Section
      3.16;

            (iii) Each annual independent public accountants' servicing report
      described in Section 3.17; and

            (iv) Any notice of a purchase of a Mortgage Loan pursuant to Section
      2.02, 2.03 or 3.11.

            All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New York, New
York 10010, Attention: Peter Sack (with a copy to Credit Suisse First Boston
Mortgage Acceptance Corp., Eleven Madison Avenue, 4th Floor, New York, New York
10010, Attention: Office of the General Counsel), (b) in the case of the
Trustee, the Corporate Trust Office or such other address as the Trustee may
hereafter furnish to the Depositor and the Servicers, (c) in the case of
[________], [_______________________________] Attention: [_________], with a
copy to [________________________________] or such other address as may be
hereafter furnished in writing to the Depositor and the Trustee by the Servicer,
(d) in the case of [________], [___________________________________________],
Attention: [_________] or such other address as may be hereafter furnished in
writing to the Depositor and the Trustee by the Servicer, (e) in the case of
[________], [________________________________] Attention: [______________], or
such other address as may be hereafter furnished in writing to the Depositor and
the Trustee by the Servicer, (f) in the case of [________],
[______________________________________], Attention: [_____________] and (g) in
the case of each of the Rating Agencies, the address specified therefor in the
definition corresponding to the name of such Rating Agency. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

            SECTION 10.06     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 10.07     Assignment.

            Notwithstanding anything to the contrary contained herein, except as
provided in Sections 6.02 and 6.04, this Agreement may not be assigned by any
Servicer without the prior written consent of the Trustee and Depositor;
provided, however, that neither the Depositor nor the Trustee shall consent to
any such assignment unless each Rating Agency has confirmed in writing that such
assignment will not cause a reduction or withdrawal of the ratings then assigned
by it to any Class of Certificates.

            SECTION 10.08     Limitation on Rights of Certificateholders.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

            No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of 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 party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue 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 an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to 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 and the Trustee, 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 provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the 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
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            SECTION 10.09     Certificates Nonassessable and Fully Paid.

            It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

            SECTION 10.10     Non-Solicitation

            From and after the date of this Agreement, each of the Depositor,
the Seller, the Servicers and the Trustee agrees that it will not take any
action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on any such party's behalf, to
personally, by telephone, by mail, or electronically by e-mail or through the
internet or otherwise, solicit the borrower or obligor under any Mortgage Loan
to refinance the Mortgage Loan, in whole or in part. Notwithstanding the
foregoing, it is understood and agreed that promotions undertaken by the
Depositor, the Seller, any Servicer or the Trustee or any affiliate of any such
party that originates mortgage loans in the normal course, which are directed to
the general public at large, or segments thereof, including, without limitation,
mass mailings based on commercially acquired mailing lists or newspaper,
internet, company website, radio and television advertisements shall not
constitute solicitation under this Section 10.10, provided, that no segment of
the general public shall consist primarily of the borrowers or obligors under
the Mortgage Loans. None of the Depositor, the Seller, a Servicer or the Trustee
shall permit the sale of the name of any Mortgagor or any list of names that
consist primarily of the Mortgages to any Person.
<PAGE>
            IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller, the
Servicers have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                   CREDIT SUISSE FIRST BOSTON MORTGAGE
                                   ACCEPTANCE CORP.,
                                   as Depositor
                                   By:    ______________________________________
                                   Name:
                                   Title:

                                   [______________],
                                   as Trustee
                                   By:    ______________________________________
                                   Name:
                                   Title:

                                   DLJ MORTGAGE CAPITAL, INC.,
                                    as Seller
                                   By:    ______________________________________
                                   Name:
                                   Title:

                                   [______________],
                                   as a Servicer
                                   By:    ______________________________________
                                   Name:
                                   Title:

                                   [______________]
                                   as a Servicer
                                   By:    ______________________________________
                                   Name:
                                   Title:


                                   [______________]
                                   as a Servicer
                                   By:    ______________________________________
                                   Name:
                                   Title:

                                   [______________]
                                   as Special Servicer
                                   By:    ______________________________________
                                   Name:
                                   Title:



                          [NOTARY PAGES TO BE ATTACHED]

<PAGE>


                                    EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO 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 IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

<PAGE>
Certificate No. [____]                  [Adjustable     Pass-Through     Rate]
                                        [Pass-Through Rate: [____]%]

Cut-off Date:                           Initial  Certificate  Balance  of this
[___________]                           Certificate ("Denomination"):
                                        $[_________________]

First Distribution Date:                Initial  Certificate  Balances  of all
[___________]                           Certificates of this Class:
                                        $[_________________]

Maturity Date:                          CUSIP: [_________________]
[___________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                      Home Equity Mortgage Trust [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by primarily fixed rate, primarily second lien
      residential mortgage loans.

       CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP., AS DEPOSITOR

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date specified above (the "Agreement") among the Depositor, DLJ
Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as a
servicer ("[__________]", and together with [__________] and [__________], the
"Servicers"), [__________] as special servicer (the "Special Servicer") and
[__________] as trustee (the "Trustee"). 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.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: [__________]                     [__________].,
                                        as Trustee

                                        By:  ___________________________________

Countersigned:

By:  ___________________________________
      Authorized Signatory of
      [__________].,

      as Trustee

<PAGE>

                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

      [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 IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.

      [THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]

<PAGE>


Certificate No. [____]                  [Adjustable  Pass-Through Rate] [____%
                                        Pass-Through Rate]

Cut-off Date:                           Initial  Certificate  Balance  of this
[___________]                           Certificate ("Denomination"):
                                        $[_________________]

First Distribution Date:                Initial  Certificate  Balances  of all
[___________]                           Certificates of this Class:
                                        $[_________________]

Maturity Date:                          CUSIP: [_________________]
[___________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                      Home Equity Mortgage Trust [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by primarily fixed rate, primarily second lien
      residential mortgage loans.

      Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date specified above (the "Agreement") among the Depositor, DLJ
Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as a
servicer ("[__________]", and together with [__________] and [__________], the
"Servicers"), [__________] as special servicer (the "Special Servicer") and
[__________] as trustee (the "Trustee"). 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.

       [This Certificate has not been registered under the Securities Act of
1933, as amended ("the Act"). Any resale or transfer of this Certificate without
registration thereof under the Act may only be made in a transaction exempted
from the registration requirements of the Act and in accordance with the
provisions of the Agreement referred to herein.]

      [No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(d) of the Agreement.]

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [__________]                      [__________],
                                         as Trustee

                                        By:  ___________________________________


Countersigned:


By:  ___________________________________
      Authorized Signatory of
      [__________],
      as Trustee

<PAGE>
                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]


      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

      NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS
THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING
ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID
AND OF NO EFFECT.

<PAGE>
Certificate No. [____]                  Variable Pass-Through Rate

Cut-off Date:                           Initial  Certificate  Balance  of this
                                        $[_________________]


First Distribution Date:                Initial  Certificate  Balances  of all
[___________]                           Certificates of this Class:
                                        $[_________________]


Maturity Date:                          CUSIP: [_________________]
[___________]

             CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                    Home Equity Mortgage Trust [________]
      Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]


      evidencing the distributions allocable to the Class [A-R][A-RL]
      Certificates with respect to a Trust Fund consisting primarily of a pool
      of conventional mortgage loans (the "Mortgage Loans") secured by primarily
      fixed rate, primarily second lien residential mortgage loans.

      Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date specified above (the "Agreement") among the Depositor, DLJ
Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as a
servicer ("[__________]", and together with [__________] and [__________], the
"Servicers"), [__________] as special servicer (the "Special Servicer") and
[__________] as trustee (the "Trustee"). 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.

      Any distribution of the proceeds of any remaining assets of the Trust Fund
will be made only upon presentment and surrender of this Class [A-R][A-RL]
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.

      No transfer of a Class [A-R][A-RL] Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund
or (ii) in the case of any such Class [A-R][A-RL] Certificate presented for
registration in the name of an employee benefit plan subject to ERISA, or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement, or using such plan's or arrangement's assets,
an Opinion of Counsel addressed to the Trustee, for the benefit of the Trustee,
the Depositor and the Servicers and on which they may rely, and satisfactory to
the Trustee to the effect that the purchase or holding of such Class [A-R][A-RL]
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Class [A-R][A-RL] Certificate to or on
behalf of an employee benefit plan subject to ERISA or to the Code without the
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect.

      Each Holder of this Class [A-R][A-RL] Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class [A-R][A-RL] Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class [A-R][A-RL] Certificate may
be transferred without delivery to the Trustee of (a) a transfer affidavit of
the proposed transferee and (b) a transfer certificate of the transferor, each
of such documents to be in the form described in the Agreement, (iii) each
person holding or acquiring any Ownership Interest in this Class [A-R][A-RL]
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class [A-R][A-RL]
Certificate must agree not to transfer an Ownership Interest in this Class
[A-R][A-RL] Certificate if it has actual knowledge that the proposed transferee
is not a Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Class [A-R][A-RL] Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: [__________]                      [__________],
                                         as Trustee


                                        By:  ___________________________________


Countersigned:


By:  ___________________________________
      Authorized Signatory of
      [__________],
      as Trustee

<PAGE>
                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      [THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]

      THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.

<PAGE>

Certificate No. [____]                  Variable Interest Rate

Cut-off Date:                           Initial   Notional   Amount   of  this
[___________]                           Certificate ("Denomination"):
                                        $[_________________]

First Distribution Date:                Initial   Notional   Amount   of   all
[___________]                           Certificates of this Class:
                                        $[_________________]

Maturity Date:                          CUSIP: [_________________]
[___________]

              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                  Home Equity Mortgage Trust Series [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                    Class [ ]


      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by primarily fixed rate, primarily second lien
      residential mortgage loans.

      Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor

      This Certificate is payable solely from the assets of the Trust and does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Servicers or the Trustee referred to below or any of
their respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date specified above (the "Agreement") among the Depositor, DLJ
Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]", and together with
[__________], the "Servicers"), [__________] as special servicer (the "Special
Servicer") and [__________] as trustee (the "Trustee"). 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 Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
in reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does herby agree to, indemnify the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

      No transfer of this Certificate to a Plan subject to ERISA or Section 4975
of the Code, any Person acting, directly or indirectly, on behalf of any such
Plan or any person using Plan Assets to acquire this Certificate shall be made
except in accordance with Section 5.02(d) of the Agreement.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [__________]                      [__________],
                                         as Trustee

                                        By:  ___________________________________


Countersigned:


By:  ___________________________________
      Authorized Signatory of
      [__________],
      as Trustee
<PAGE>
                                    EXHIBIT E

                          [FORM OF CLASS P CERTIFICATE]

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SHALL BE MADE EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.

<PAGE>

Certificate No. [____]                  Variable Pass-Through Rate

Cut-off Date:                           Initial  Certificate  Balance  of this
[___________]                           Certificate ("Denomination"):
                                        $[_________________]


First Distribution Date:                Initial  Certificate  Balances  of all
[___________]                           Certificates of this Class:
                                        $[_________________]


Maturity Date:                          CUSIP: [_________________]
[___________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                      Home Equity Mortgage Trust [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by primarily fixed rate, primarily second lien
      residential mortgage loans.

      Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance of this Certificate at any
time may be less than the Initial Certificate Balance set forth on the face
hereof, as described herein. This Class P Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicers or the Trustee referred to below or any of their respective
affiliates.

      This certifies that [ ] is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the
Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Acceptance Corp. (the "Depositor"). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of
the Cut-off Date specified above (the "Agreement") among the Depositor, DLJ
Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as a
servicer ("[__________]", and together with [__________] and [__________], the
"Servicers"), [__________] as special servicer (the "Special Servicer") and
[__________] as trustee (the "Trustee"). 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 Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Seller, the Servicers or the Depositor; or there shall be
delivered to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the transferee. The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

      No transfer of this Certificate to a Plan subject to ERISA or Section 4975
of the Code, any Person acting, directly or indirectly, on behalf of any such
Plan or any person using Plan Assets to acquire this Certificate shall be made
except in accordance with Section 5.02(d) of the Agreement.

      Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

      This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [__________]                      [__________],
                                         as Trustee

                                        By:  ___________________________________


Countersigned:

By:  ___________________________________
      Authorized Signatory of
      [__________],
      as Trustee

<PAGE>

                                    EXHIBIT F

                        [FORM OF REVERSE OF CERTIFICATES]

              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                      Home Equity Mortgage Trust [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]

      This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp., Mortgage
Pass-Through Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a beneficial ownership
interest in the Trust Fund created by the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

      This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

      Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [The Record Date applicable to each Distribution Date
is the last Business Day of the month next preceding the month of such
Distribution Date.][The Record Date applicable to each Distribution Date is the
Business Day immediately preceding the related Distribution Date; provided that
if this Certificate is not a Book-Entry Certificate, then the Record Date
applicable to each Distribution Date is the last Business Day of the month next
preceding such Distribution Date.]

      Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicers, the Seller and the Trustee with the consent of
the Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

      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 Corporate Trust Office or 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 and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

      The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Depositor, the Servicers, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and the Seller, the
Depositor, the Trustee, or any such agent shall be affected by any notice to the
contrary.

      On any Distribution Date on which the sum of the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of repurchase is less than 5% of the sum of the Aggregate
Collateral Balance of the Mortgage Loans as of the Cut-off Date, the Optional
Termination Holder will have the option to repurchase, in whole, from the Trust
Fund all remaining Mortgage Loans and REO Properties at a purchase price
determined as provided in the Agreement. If the Optional Termination Holder does
not exercise its option to purchase, on any Distribution Date on which the sum
of the aggregate Stated Principal Balance of the Mortgage Loans and the
appraised value of the REO Properties at the time of repurchase is less than 10%
of the sum of the Aggregate Collateral Balance of the Mortgage Loans as of the
Cut-off Date, the Trustee shall conduct an auction and upon satisfaction of the
conditions described in the Agreement, the Auction Purchaser shall purchase the
Trust Collateral at a purchase price determined as provided in the Agreement. In
the event that no such optional termination occurs and no purchase pursuant to
an auction occurs, the obligations and responsibilities created by the Agreement
will terminate upon the later of the maturity or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund and the distribution to Certificateholders of all amounts required to be
distributed pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.

      Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

<PAGE>

                                   ASSIGNMENT

      FOR VALUE  RECEIVED,  the  undersigned  hereby  sell(s),  assign(s)  and
transfer(s) unto

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

(Please  print or  typewrite  name and  address  including  postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

________________________________________________________________________________
Dated:



                                        ________________________________________
                                        Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _____________________________________________________________

_______________________________________________________________________________,

for the account of_____________________________________________________________,

account number __________ , or, if mailed by check, to _________________________

________________________________________________________________________________

________________________________________________________________________________

Applicable statements should be mailed to ______________________________________

________________________________________________________________________________

________________________________________________________________________________

This  information  is provided by  ______________________________,  the assignee

named above, or ________________________________________________________________

as its agent.

<PAGE>

                                    EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                        [___________]

_______________________________
Cut-off Date Principal Balance:
$_______________

[__________], N.A.
as Trustee, for the
Home Equity Mortgage Pass-Through Certificates, Series [__________]
[__________]
[__________]

            Re:   [Custodial Agreement, dated as of [__________], between
                  [__________] as Trustee and [__________], as Custodian]
                  [Custodial Agreement, dated as of [__________], between
                  [__________] as Trustee and [__________] as Custodian] Credit
                  Suisse First Boston Mortgage Acceptance Corp., Home Equity
                  Mortgage Trust [__________], Home Equity Mortgage Pass-Through
                  Certificates, Series [__________]

Ladies and Gentlemen:

      In accordance with the provisions of [Section 4 of the above-referenced
Custodial Agreement] [Section 2.02 of the Pooling and Servicing Agreement],
dated as of [__________], among Credit Suisse First Boston Mortgage Acceptance
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller, [__________] as a
servicer, [__________] as a servicer, [__________] as a servicer, [__________]
as special servicer and [__________] as trustee, the undersigned, as the
Custodian, hereby certifies as to each Mortgage Loan identified on the Mortgage
Loan Schedule attached hereto as Exhibit A that (i) it has received: the
original Mortgage Note and Assignment of Mortgage with respect to each Mortgage
Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A and
(ii) such Mortgage Note has been reviewed by it and appears regular on its face
and relates.

      The Custodian makes no representations as to: (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans or
(ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.

      The Custodian hereby confirms that it is holding each such Mortgage Note
and Assignment of Mortgage as agent and bailee of, and custodian for the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.

      This Trust Receipt and Initial Certification is not divisible or
negotiable.

      The Custodian  will accept and act on  instructions  with respect to the
Mortgage  Loans  subject  hereto  upon  surrender  of this Trust  Receipt  and
Initial   Certification   at   its   office   at   [[__________],[__________]]
[[__________]].

<PAGE>

      Capitalized terms used herein shall have the meaning ascribed to them in
the [Custodial Agreement] [Pooling and Servicing Agreement].

                                        [__________][__________][__________]
                                        as Custodian


                                        By:  ___________________________________
                                        Name:
                                        Title:
<PAGE>

                                    EXHIBIT H


                    FORM OF FINAL CERTIFICATION OF CUSTODIAN


Trust Receipt #_________

Cut-off Date Principal Balance
$_____________


[To be addressed to the Trustee of record]

__________________________________________

__________________________________________


          Re:  Custodial   Agreement,   dated  as  of  [__________],   between
               [__________] as Trustee and [__________], as Custodian


Ladies and Gentlemen:

      In accordance with the provisions of Section 6 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as
to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto)
it has reviewed the Custodial Files and has determined that (i) all documents
required to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial
Agreement are in its possession; (ii) such documents have been reviewed by it
and appear regular on their face and related to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdictions in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(ii) of the Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iii) of the Custodial Agreement. The Custodian makes
no representations as to: (i) validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Custodial File or of any of the Mortgage Loans, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

      The Custodian hereby confirms that it is holding each such Custodial File
as agent and bailee of, and custodian for the exclusion use and benefit, and
subject to the sole direction, of Trustee pursuant to the terms and conditions
of the Custodial Agreement.

      This Trust Receipt and Final Certification is not divisible or negotiable.

      The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Final
Certification at its office at [__________].

<PAGE>

      Capitalized terms used herein shall have the meaning ascribed to them in
the Custodial Agreement.


                                        [__________],
                                        as Custodian


                                        By:  ___________________________________
                                        Name:
                                        Title:

<PAGE>
                                    EXHIBIT I

                               TRANSFER AFFIDAVIT

              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
                      Home Equity Mortgage Trust [________]
        Home Equity Mortgage Pass-Through Certificates, Series [________]
                                 Class [_______]

STATE OF           )
                   ) ss.:
COUNTY OF          )

      The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________, the proposed
Transferee of an Ownership Interest in a Class [A-R][A-RL] Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Series, among Credit Suisse First
Boston Mortgage Acceptance Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), [__________] as a servicer ("[__________]"), [__________] as a
servicer ("[__________]"),[__________] as a servicer
("[__________]"),[__________] as special servicer and [__________] as trustee
(the "Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.

      2. The Transferee is, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate 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. The
Transferee has no knowledge that any such affidavit is false.

      3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

      4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

      5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

      6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

      7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

      8. The Transferee's taxpayer identification number is [_____________].

      9. The Transferee is a United States Person.

      10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

      11. The Transferee is (a) not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, and the Transferee
is not acting on behalf of such a plan or (b) an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, and the
Transferee is not acting on behalf of such a plan and will provide an Opinion of
Counsel in accordance with the provisions of Agreement.

                                      * * *

<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of _____________, 20___.



                                        ________________________________________
                                        Print Name of Transferee


                                        By: ____________________________________
                                        Name:
                                        Title:


[Corporate Seal]


ATTEST:

___________________________________
[Assistant] Secretary


      Personally appeared before me the above-named , known or proved to me to
be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.


      Subscribed and sworn before me this ______ day of _______________, 20___.


                                        ________________________________________
                                        NOTARY PUBLIC

                                        My Commission expires the _____ day of
                                        _________________, 20___.

<PAGE>
                                    EXHIBIT 1
                                       to
                                    EXHIBIT I

Certain Definitions

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

      "Permitted Transferee": Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (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 section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
United States Person, and (vi) a Person designated as a non-Permitted Transferee
by the Depositor based upon an Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

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

      "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

<PAGE>

                                    EXHIBIT 2
                                       to
                                    EXHIBIT I

                        Section 5.02(c) of the Agreement

      Each Person who has or who acquires any Ownership Interest in a Residual
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions, and the rights
of each Person acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:

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

      (ii) No Ownership Interest in a Residual Certificate may be registered on
the Closing Date or thereafter transferred, and the Trustee shall not register
the Transfer of any Residual Certificate unless, in addition to the certificates
required to be delivered to the Trustee under subparagraph (b) above, the
Trustee shall have been furnished with an affidavit (a "Transfer Affidavit") of
the initial owner or the proposed transferee in the form attached hereto as
Exhibit I.

      (iii) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest in
a Residual Certificate, (B) to obtain a Transfer Affidavit from any Person for
whom such Person is acting as nominee, trustee or agent in connection with any
Transfer of a Residual Certificate and (C) not to Transfer its Ownership
Interest in a Residual Certificate or to cause the Transfer of an Ownership
Interest in a Residual Certificate to any other Person if it has actual
knowledge that such Person is not a Permitted Transferee.

      (iv) Any attempted or purported Transfer of any Ownership Interest in a
Residual Certificate in violation of the provisions of this Section 5.02(c)
shall be absolutely null and void and shall vest no rights in the purported
Transferee. If any purported transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(c), then the
last preceding Permitted Transferee shall be restored to all rights as Holder
thereof retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not permitted
by Section 5.02(b) and this Section 5.02(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 after receipt of the related Transfer Affidavit and Transferor
Certificate. The Trustee shall be entitled but not obligated to recover from any
Holder of a Residual Certificate that was in fact not a Permitted Transferee at
the time it became a Holder or, at such subsequent time as it became other than
a Permitted Transferee, all payments made on such Residual Certificate at and
after either such time. Any such payments so recovered by the Trustee shall be
paid and delivered by the Trustee to the last preceding Permitted Transferee of
such Certificate.

      (v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Residual Certificate to any Holder who is
not a Permitted Transferee.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Seller or
the Servicers, to the effect that the elimination of such restrictions will not
cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

<PAGE>

                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

Credit Suisse First Boston Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: [__________]

[__________]
[__________]
[__________]

        Re:   Credit Suisse First Boston Mortgage Acceptance Corp.,
              Home Equity Mortgage Trust [__________]
              Home Equity Mortgage Pass-Through Certificates, Series
              [__________], Class [___]

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 and
(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.

                                          Very truly yours,


                                        ________________________________________
                                        Print Name of Transferor


                                        By:  ___________________________________
                                             Authorized Officer
<PAGE>
                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)
__________, 200__
Credit Suisse First Boston Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Peter Sack
[__________]
[__________]
[__________]
        Re:   Credit Suisse First Boston Mortgage Acceptance Corp.,
              Home Equity Mortgage Trust [__________]
              Home Equity Mortgage Pass-Through Certificates, Series
              [__________], Class [___]


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 are an
insitutional "accredited investor," as defined in Regulation D under the Act,
and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement 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 arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or we have provided the opinion letter
set forth in section 5.02 of the Pooling and Servicing Agreement [FOR CLASS B
CERTIFICATES ONLY: or all of the following are true and correct: (i) we are an
insurance company and the source of funds used to purchase such Certificates is
an "insurance company general account" (as such term is defined in Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")), (ii) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied and (iii) there is no
Plan with respect to which the amount of such general account's reserves and
liabilities for contracts held by or on behalf of such Plan and all other Plans
maintained by the same employer (or any affiliate thereof, as defined in PTCE
95-60) or by the same employee organization exceed 10% of the total of all
reserves and liabilities of such general account (as determined under PTCE
95-60) as of the date of the acquisition of such Certificates), (f) 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 (h) below), (g) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, and (h) 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,


                                        ________________________________________
                                        Print Name of Transferee


                                        By:  ___________________________________
                                             Authorized Officer
<PAGE>


                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

____________, 200__
Credit Suisse First Boston Mortgage Acceptance Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Peter Sack
[__________]
[__________]
[__________]

        Re:   Credit Suisse First Boston Mortgage Acceptance Corp.,
              Home Equity Mortgage Trust [__________]
              Home Equity Mortgage Pass-Through Certificates, Series
              [__________], Class [___]

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 such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement 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 arrangement
nor using the assets of any such plan or arrangement to effect such acquisition
or we have provided the opinion letter set forth in section 5.02 of the Pooling
and Servicing Agreement [FOR CLASS B CERTIFICATES ONLY: or all of the following
are true and correct: (i) we are an insurance company and the source of funds
used to purchase such Certificates is an "insurance company general account" (as
such term is defined in Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")), (ii) the conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied and (iii) there is no Plan with respect to which the amount of
such general account's reserves and liabilities for contracts held by or on
behalf of such Plan and all other Plans maintained by the same employer (or any
affiliate thereof, as defined in PTCE 95-60) or by the same employee
organization exceed 10% of the total of all reserves and liabilities of such
general account (as determined under PTCE 95-60) as of the date of the
acquisition of such Certificates), (e) 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 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, (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Act ("Rule 144A") and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex 2,
(g) we are aware that the sale to us is being made in reliance on Rule 144A, and
(h) 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 (A) 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 (B)
pursuant to another exemption from registration under the Act.

                                          Very truly yours,


                                        ________________________________________
                                        Print Name of Transferee


                                        By:  ___________________________________
                                             Authorized Officer
<PAGE>
ANNEX 1 TO EXHIBIT L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [For Transferees Other Than Registered Investment Companies]

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:


      1.    As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.


      2.    In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $___________(1) in securities (except for the
1 excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.


      ___ Corporation, etc. The Buyer is a corporation (other than a bank,
      savings and loan association or similar institution), Massachusetts or
      similar business trust, partnership, or charitable organization described
      in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.


      ___ Bank. The Buyer (a) is a national bank or banking institution
      organized under the laws of any State, territory or the District of
      Columbia, the business of which is substantially confined to banking and
      is supervised by the State or territorial banking commission or similar
      official or is a foreign bank or equivalent institution, and (b) has an
      audited net worth of at least $25,000,000 as demonstrated in its latest
      annual financial statements, a copy of which is attached hereto.


      ___ Savings and Loan. The Buyer (a) is a savings and loan association,
      building and loan association, cooperative bank, homestead association or
      similar institution, which is supervised and examined by a State or
      Federal authority having supervision over any such institutions or is a
      foreign savings and loan association or equivalent institution and (b) has
      an audited net worth of at least $25,000,000 as demonstrated in its latest
      annual financial statements, a copy of which is attached hereto.


      ___ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15
      of the Securities Exchange Act of 1934.


      ___ Insurance Company. The Buyer is an insurance company whose primary and
      predominant business activity is the writing of insurance or the
      reinsuring of risks underwritten by insurance companies and which is
      subject to supervision by the insurance commissioner or a similar official
      or agency of a State, territory or the District of Columbia.


      ___ State or Local Plan. The Buyer is a plan established and maintained by
      a State, its political subdivisions, or any agency or instrumentality of
      the State or its political subdivisions, for the benefit of its employees.


      ___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
      of Title I of the Employee Retirement Income Security Act of 1974.


      ___ Investment Advisor. The Buyer is an investment advisor registered
      under the Investment Advisors Act of 1940.


      ___ Small Business Investment Company. Buyer is a small business
      investment company licensed by the U.S. Small Business Administration
      under Section 301(c) or (d) of the Small Business Investment Act of 1958.


      ___  Business  Development  Company.  Buyer  is a  business  development
      company as defined in Section 202(a)(22) of the Investment  Advisors Act
      of 1940.

      3.    The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

      4.    For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

      5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

      6. Until the date of purchase of the Rule 144A Securities, the Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                        ________________________________________
                                        Print Name of Buyer


                                        By:  ___________________________________
                                        Name:
                                        Title:
------------
(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.

<PAGE>
ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

1.    As indicated below, the undersigned is the President, Chief Financial
      Officer or Senior Vice President of the Buyer or, if the Buyer is a
      "qualified institutional buyer" as that term is defined in Rule 144A under
      the Securities Act of 1933, as amended ("Rule 144A") because Buyer is part
      of a Family of Investment Companies (as defined below), is such an officer
      of the Adviser.

2.    In  connection  with  purchases  by  Buyer,  the  Buyer is a  "qualified
      institutional  buyer" as defined in SEC Rule 144A  because (i) the Buyer
      is an investment  company registered under the Investment Company Act of
      1940,  as amended  and (ii) as marked  below,  the Buyer  alone,  or the
      Buyer's Family of Investment  Companies,  owned at least $100,000,000 in
      securities (other than the excluded  securities referred to below) as of
      the  end of the  Buyer's  most  recent  fiscal  year.  For  purposes  of
      determining  the amount of securities  owned by the Buyer or the Buyer's
      Family of Investment  Companies,  the cost of such  securities was used,
      except  (i)  where  the  Buyer  or  the  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.

      ___ The Buyer owned $[_____________] in securities (other than the
      excluded securities referred to below) as of the end of the Buyer's most
      recent fiscal year (such amount being calculated in accordance with Rule
      144A).

      ___ The Buyer is part of a Family of Investment Companies which owned in
      the aggregate $[_____________] in securities (other than the excluded
      securities referred to below) as of the end of the Buyer's most recent
      fiscal year (such amount being calculated in accordance with Rule 144A).

3.    The term "Family of Investment Companies" as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue
      of being majority owned subsidiaries of the same parent or because one
      investment adviser is a majority owned subsidiary of the other).

4.    The term "securities" as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer or are part of the Buyer's
      Family of Investment Companies, (ii) securities issued or guaranteed by
      the U.S. or any instrumentality thereof, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps.

5.    The Buyer is familiar with Rule 144A and understands that the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates are relying and will continue to rely on the statements made
      herein because one or more sales to the Buyer will be in reliance on Rule
      144A. In addition, the Buyer will only purchase for the Buyer's own
      account.

6.    Until the date of purchase of the Certificates, the undersigned will
      notify the parties listed in the Rule 144A Transferee Certificate to which
      this certification relates of any changes in the information and
      conclusions herein. Until such notice is given, the Buyer's purchase of
      the Certificates will constitute a reaffirmation of this certification by
      the undersigned as of the date of such purchase.

                                        ________________________________________
                                        Print Name of Buyer or Adviser

                                        By:  ___________________________________
                                        Name:
                                        Title:


                                        IF AN ADVISER:

                                        ________________________________________
                                        Print Name of Buyer
                                        Date:

<PAGE>
                                    EXHIBIT M


                               REQUEST FOR RELEASE


                                  (FOR TRUSTEE)


              CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.


                      Home Equity Mortgage Trust [________]


        Home Equity Mortgage Pass-Through Certificates, Series [________]


Loan Information
----------------
Name of Mortgagor:                        ____________________________________

Servicer
Loan No.:                                 ____________________________________



Trustee
----------------
Name:                                     ____________________________________

Address:                                  ____________________________________

                                          ____________________________________



Trustee
Mortgage File No.:

      The undersigned Servicer hereby acknowledges that it has received from
LaSalle Bank National Association, as Custodian for the Holders of Mortgage
Pass-Through Certificates, of the above-referenced Series, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Acceptance
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller, [__________] as a
servicer, [__________] as a servicer, [__________] as a servicer, [__________]
as special servicer and [__________] as trustee (the "Trustee").


( )   Mortgage Note dated _____________________, _______, in the original
      principal sum of $___________________, made by ____________________.
      payable to, or endorsed to the order of, the Trustee.

( )   Mortgage recorded on ________________  as instrument no.  ______________
      in the County  Recorder's  Office of the County of  ___________________,
      State of ___________ in book/reel/docket  _________________  of official
      records at page/image _____________.

( )   Deed  of   Trust   recorded   on   _____________   as   instrument   no.
      ______________  in  the  County  Recorder's  Office  of  the  County  of
      _______________,    State   of   ______________   in    book/reel/docket
      _____________________ of official records at page/image _________.

( )   Assignment  of  Mortgage  or Deed of Trust to the  Trustee,  recorded on
      _________ as  instrument  no.  ______________  in the County  Recorder's
      Office  of  the  County  of  ______,   State  of   ________________   in
      book/reel/docket  _______________  of  official  records  at  page/image
      _______________.

( )   Other  documents,   including  any  amendments,   assignments  or  other
      assumptions of the Mortgage Note or Mortgage.

      ( ).......................................................................

      ( ).......................................................................

      ( ).......................................................................

      ( ).......................................................................

      The undersigned Servicer hereby acknowledges and agrees as follows:

            (1) Such Servicer shall hold and retain possession of the Documents
            in trust for the benefit of the Trustee, solely for the purposes
            provided in the Agreement.

            (2) Such Servicer shall not cause or knowingly permit the Documents
            to become subject to, or encumbered by, any claim, liens, security
            interest, charges, writs of attachment or other impositions nor
            shall the Servicer, if applicable, assert or seek to assert any
            claims or rights of setoff to or against the Documents or any
            proceeds thereof.

            (3) Such Servicer shall return each and every Document previously
            requested from the Mortgage File to the Custodian when the need
            therefor no longer exists, unless the Mortgage Loan relating to the
            Documents has been liquidated and the proceeds thereof have been
            remitted to the Certificate Account and except as expressly provided
            in the Agreement.

            (4) The Documents and any proceeds thereof, including any proceeds
            of proceeds, coming into the possession or control of such Servicer
            shall at all times be earmarked for the account of the Custodian,
            and such Servicer shall keep the Documents and any proceeds separate
            and distinct from all other property in such Servicer's possession,
            custody or control.


                                        [Servicer]

                                        By: ____________________________________
                                        Its ____________________________________


Date: ____________, 20__
<PAGE>

                                    EXHIBIT N

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

      THIS SUBSEQUENT TRANSFER AGREEMENT, dated as of _________ ___,
[___________] (this "Subsequent Transfer Agreement"), among CREDIT SUISSE FIRST
BOSTON MORTGAGE ACCEPTANCE CORP., a Delaware corporation, as depositor (the
"Depositor"), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, in its
capacity as seller under the Pooling and Servicing Agreement referred to below
(the "Seller"), [__________], as a servicer ("[__________]"),[__________], as a
servicer ("[__________]"),[__________], as a servicer ("[__________]", and
together with [__________]and [__________], the "Servicers"), [__________], as
special servicer (the "Special Servicer") and [__________] (formerly known as
[__________]), a banking association organized under the laws of the United
States, as trustee (the "Trustee");

      WHEREAS, the parties hereto are also among the parties to the Pooling and
Servicing Agreement, dated as of [__________], among the Depositor, the Seller,
[__________], [__________], [__________], the Special Servicer and the Trustee,
in relation to the Home Equity Mortgage Pass-Through
Certificates, Series [__________];

      WHEREAS, Sections 2.01(f) of the Pooling and Servicing Agreement provides
for the parties hereto to enter into this Subsequent Transfer Agreement in
accordance with the terms and conditions of the Pooling and Servicing Agreement;

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby acknowledged
the parties hereto agree as follows:

      (i) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ____________, 200__.

      (ii) The "Aggregate Subsequent Purchase Amount" with respect to this
Subsequent Transfer Agreement shall be $____________, provided, however, that
such amount shall not exceed the amount on deposit in the Pre-Funding Account.

      (iii) The Subsequent Mortgage Loans conveyed on the Subsequent Transfer
Date shall satisfy the pool characteristics for the Trust Fund identified in
Section 2.01(f) of the Pooling and Servicing Agreement.

      (iv) In case any provision of this Subsequent Transfer Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions or obligations shall not in any way be affected or
impaired thereby.

      (v) In the event of any conflict between the provisions of this Subsequent
Transfer Agreement and the Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall prevail. Capitalized terms used herein
and not otherwise defined have the meanings in the Pooling and Servicing
Agreement.

      (vi) The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee for the benefit of the Certificateholders, without
recourse, all right title and interest in the Subsequent Mortgage Loans
identified in Schedule A, including all interest and principal due on or with
respect to such Subsequent Mortgage Loans on or after the Subsequent Cut-off
Date and all interest and principal payments on such Subsequent Mortgage Loans
received prior to the Subsequent Cut-off Date in respect of installments of
interest and principal due thereafter, but not including principal and interest
due on such Subsequent Mortgage Loans prior to the Subsequent Cut-off Date, any
insurance policies in respect of such Subsequent Mortgage Loans and all proceeds
of any of the foregoing.

      (vii) This Subsequent Transfer Agreement shall be governed by, and shall
be construed and enforced in accordance with the laws of the State of New York.

      (viii) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

<PAGE>
                                   EXHIBIT O-1

                    FORM OF COLLECTION ACCOUNT CERTIFICATION

                                    [ ], 20__

      [Servicer's  name] hereby  certifies that it has established the account
described  below as a  Collection  Account  pursuant  to  Section  3.05 of the
Pooling and  Servicing  Agreement,  dated as of  [___________],  among  Credit
Suisse First Boston  Mortgage  Acceptance  Corp.  as  depositor,  DLJ Mortgage
Capital,   Inc.   as   seller   ("DLJMC"),    [__________]   as   a   servicer
("[__________]"),[__________]  as a servicer  ("[__________]"),[__________] as
a servicer  ("[__________]"),[__________]  as special  servicer  (the "Special
Servicer") and  [__________] as trustee (the "Trustee").

Title of Account:       [Servicer's Name], in trust for the Holders of Credit
                        Suisse First Boston Mortgage Acceptance Corp., Home
                        Equity Mortgage Pass-Through Certificates, Series
                        [__________].

Account Number: ______________

Address of officer or branch
of the Company at
which Account is maintained:

                  _________________________
                  _________________________
                  _________________________


                  [Servicer's Name], AS SERVICER

                  By:  ____________________________________

                  Name:____________________________________

                  Title:___________________________________



<PAGE>

                                   EXHIBIT O-2


                   FORM OF COLLECTION ACCOUNT LETTER AGREEMENT


                                    [ ], 20__


To:   ___________________
      ___________________
      ___________________

      (the "Depository")

      As Servicer under the Pooling and Servicing Agreement, dated as of
[___________], among Credit Suisse First Boston Mortgage Acceptance Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a
servicer ("[__________]"),[__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as
special servicer ("[__________]") and[__________] as trustee (the "Trustee")
(the "Agreement"), we hereby authorize and request you to establish an account,
as a Collection Account pursuant to Section 3.05 of the Agreement, to be
designated as "[Servicer's Name], in trust for the Holders of Credit Suisse
First Boston Mortgage Acceptance Corp., Home Equity Mortgage Pass-Through
Certificates, Series [__________]." All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Servicer. This letter is
submitted to you in duplicate. Please execute and return one original to us.


                                          [Servicer's Name], AS SERVICER


                                        [Servicer's Name], AS SERVICER

                                        By:    _________________________________

                                        Name:  _________________________________

                                        Title: _________________________________

<PAGE>
The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").


                                        ________________________________________
                                        Depository


                                        By:    _________________________________

                                        Name:  _________________________________

                                        Title: _________________________________

                                        Date:  _________________________________
<PAGE>

                                   EXHIBIT P-1


                      FORM OF ESCROW ACCOUNT CERTIFICATION


                                    [ ], 20__


      [Servicer's  Name] hereby  certifies that it has established the account
described  below as an Escrow Account  pursuant to Section 3.06 of the Pooling
and Servicing Agreement, dated as of [___________],  among Credit Suisse First
Boston Mortgage Acceptance Corp. as depositor,  DLJ Mortgage Capital,  Inc. as
seller ("DLJMC"), [__________] as a servicer  ("[__________]"),[__________] as
a servicer  ("[__________]"),[__________]  as special  servicer  (the "Special
Servicer") and [__________] as trustee (the "Trustee").


Title of Account:       "[Servicer's Name], in trust for Credit Suisse First
                        Boston Mortgage Acceptance Corp., Home Equity Mortgage
                        Trust [__________], Home Equity Mortgage Pass-Through
                        Certificates, Series [__________] and various
                        mortgagors"


Account Number:         ________________


Address of officer or branch


of the Company at


which Account is maintained:


                  ______________________

                  ______________________

                  ______________________


                  [Servicer's Name], AS SERVICER


                  By:    _________________________________

                  Name:  _________________________________

                  Title: _________________________________

<PAGE>

                                   EXHIBIT P-2


                     FORM OF ESCROW ACCOUNT LETTER AGREEMENT


                                    [ ], 20__


To:   _________________

      _________________

      _________________
      (the "Depository")


      As Servicer under the Pooling and Servicing Agreement, dated as of
[___________], among Credit Suisse First Boston Mortgage Acceptance Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), [__________] as a
servicer ("[__________]"),[__________] as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as
special servicer (the "Special Servicer") and [__________] as trustee (the
"Trustee") (the "Agreement"), we hereby authorize and request you to establish
an account, as an Escrow Account pursuant to Section 3.06 of the Agreement, to
be designated as "Credit Suisse First Boston Mortgage Acceptance Corp., Home
Equity Mortgage Trust [__________], Home Equity Mortgage Pass-Through
Certificates, Series [__________]". All deposits in the account shall be subject
to withdrawal therefrom by order signed by the Servicer. This letter is
submitted to you in duplicate. Please execute and return one original to us.

[SERVICER'S NAME], AS SERVICER

By:    _________________________________

Name:  _________________________________

Title: _________________________________

Date:  _________________________________

<PAGE>

The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").

_________________________________
Depository


By:    _________________________________

Name:  _________________________________

Title: _________________________________

Date:  _________________________________


<PAGE>

                                    EXHIBIT Q


                                   [RESERVED]







<PAGE>






                                   EXHIBIT R-1


                  FORM OF CUSTODIAL AGREEMENT FOR [___________]


                            (Available Upon Request)




<PAGE>






                                   EXHIBIT R-2


                  FORM OF CUSTODIAL AGREEMENT FOR [___________]


                            (Available Upon Request)




<PAGE>






                                    EXHIBIT S


                                   [Reserved]







<PAGE>

                                    EXHIBIT T

     DATA FIELDS FOR [__________] SERVICED LOANS TRANSFERRED TO [__________]


<TABLE>
<CAPTION>
            FIELDNAME                                                 FIELD PURPOSE/DEFINITION
----------------------------------              ------------------------------------------------------------------
<S>                                             <C>
                        # of Units              # of separately livable units in the Collateral
                       Balloon Ind              Yes or No Indicator
                       Accelerated              Has the loan been sent a demand letter
                                                Assigned from a pre-established list of available loan#'s provided
               [________] Loan ID#              by [________]
                       Loan Amount              Original Loan Amount
           Original Payment Amount              Orig P&I per Note
                           P&I Pmt              Current P&I
                  Sch Prin Balance              UPB purchased from seller
          Unpaid Principal Balance              Transfer UPB
                        Close Date              Date of Note or date of closing loan
                         First Due              1st Pmt Date per Note
                          Next Due              1st Due to [________]
                     Maturity Date              Date loan matures
                Interest Paid Thru              For amortizing loans, 1 month and 1 day prior to Next Due
                       Term Months              loan term expressed in # of months to maturity
                 Amortization Term              term in # of months over which P&I is amortized
              Interest Calc Method              Code for type of interest accrual/application
            Original Interest Rate              Orig Interest Rate per Note
                  Current Int Rate              Current Effective Interest Rate
                 Borr 1 First Name
                Borr 1 Middle Name
                  Borr 1 Last Name
                     Borr 1 Suffix
                 Borr 2 First Name
                Borr 2 Middle Name
                  Borr 2 Last Name
                     Borr 2 Suffix
                        Borr 1 SSN              Primary borrower's SS# or TaxID#
                        Borr 2 SSN              Coborrower's SS# or TaxID#
                  Borr 1 Home Tele
                  Borr 2 Home Tele
                  Borr 1 Work Tele
                  Borr 2 Work Tele
                   Property Addr 1              collateral property address
                   Property Addr 2              collateral property address
                     Property City              collateral property address
                    Property State              collateral property address
                      Property Zip              collateral property address
                     Maling Addr 1              borrower mailing address/billing address
                     Mailing Addr2              borrower mailing address/billing address
                      Mailing City              borrower mailing address/billing address
                     Mailing State              borrower mailing address/billing address
                       Mailing Zip              borrower mailing address/billing address
                     Property Type
                     Lien Position
                  Late Charge Code              Code for type of late charge
                      Late Chg Amt              Fixed Dollar Amount of late charge, if applicable
                     Late Chg Rate              % of Late Charge for calculation
                   Late Charge Min              Minimum Late Charge per Note terms
                   Late Charge Max              Maximum Late Charge per Note terms
          Days Before Late Charges              Grace Period before imposing Late Fees
                      FHA/VA Case#              if applicable
                        MERS MIN #              Provide for all loans registered on MERS system
                 PMI Certificate #              Populate if loan carries Mtg Insurance
                            Points
                    Points Paid By
                        Flood Zone              Zone per Flood Map
                                                Y/N flag to indicate if collateral is in zone requiring flood
                   Flood Insurance              insurance
                        Escrow Pmt              if applicable
                    Escrow Balance              if applicable
               Int Paid at Closing              Any interest collected at closing for days to end of month
             Misc Suspense Balance              Sum of unapplied funds, if any
                                                Y/N flag to indicate if the loan terms call for a penalty on
                  Prepay Indicator              prepayments
                     Mortgage Type              Code for type of loan
                      Loan Purpose              Code for purpose of loan
                  Occupancy Status              HMDA status at origination (provide code definitions, if coded)
                   Appraised Value              Value of appraisal at origination
                         Arm Index              if applicable
              1st Adj Period (mos)              if applicable
             Rate Change Frequency              if applicable
          Payment Change Frequency              if applicable
                   1st Max Adj Cap              if applicable
                   1st Min Adj Cap              if applicable
                   Reg Max Adj Cap              if applicable
                   Reg Min Adj Cap              if applicable
                   Rounding Factor              if applicable
                       Round Basis              if applicable
              Lookback Period Days              if applicable
                    1st Index Rate              if applicable
                 1st Rate Adj Date              if applicable
                  1st Pmt Adj Date              if applicable
                 2nd Rate Adj Date              if applicable
                  2nd Pmt Adj Date              if applicable
                            Margin              if applicable
                             Floor              if applicable
                           Ceiling              if applicable
                Max Neg Am Percent              if applicable
        Last Change Effective Date              if applicable
            Last Change P&I Amount              if applicable
                  Last Change Rate              if applicable
             Credit Suisse Loan No
                      Balloon Term
                           Days DQ              Number of days loan is delinquent
                Total Late Charges
                 Total NSF Charges
                      Corp Adv Bal              Corporate Advance Balances
                         BPO Value              Drive by appraisal value
                          BPO Date              Drive by appraisal date
                     BK Discharged              Date of previous bankruptcy discharge
                      Prev BK Chap              Previous bankruptcy chapter number
                   Prev BK Case No              Previous bankruptcy case number
                       ALT LOAN NO              Originator's loan# (if available)
                        FICO Score              if available
                                                Term in # of months over which any prepayment penalty applies;
                       Prepay Term              populate 0 or NULL, if Prepay Indicator = 'N' (if available)
                Senior Loan Amount              Aggregate balance of all Sr. liens (if available)
                 Senior Lienholder              Name of Sr. (1st) lienholder (if available)
                Junior Loan Amount              Amount of any known liens junior in position (if available)
                 Junior Lienholder              Name of Jr. lienholder (if available)
</TABLE>

<PAGE>
                                    EXHIBIT U

                          CHARGED OFF LOAN DATA REPORT

                            (Available Upon Request)

<PAGE>

                                    EXHIBIT V

                 FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS

      (i)   with respect to each Class of Certificates which are not Notional
Amount Certificates and, unless otherwise stated, the related Distribution Date,

            a. the initial Class Principal Balance of such Class as of the
Closing Date;

            b. the Class Principal Balance of such Class before giving effect to
the distribution of principal and interest;

            c. the amount of the related distribution on such Class allocable to
interest;

            d. the amount of the related distribution on such Class allocable to
principal;

            e. the sum of the principal and interest payable to such Class;

            f. the Realized Loss allocable to such Class;

            g. the Carryforward Interest allocable to such Class;

            h. the Class Principal Balance of such Class after giving effect to
the distribution of principal and interest;

            i. the Pass-Through Rate for such Class and whether such
Pass-Through Rate was limited by any applicable cap;

            j. [reserved];

            k. any shortfall in principal allocable to such Class, if such
amount is greater than zero; and

            l. any shortfall in interest allocable to such Class, if such amount
is greater than zero.

      (ii) with respect to each Class of Certificates which are Notional Amount
Certificates and, unless otherwise stated, the related Distribution Date,

            a. the Notional Amount of such Class as of the Cut-off Date;

            b. the Notional Amount of such Class before giving effect to the
distribution of interest;

            c. the amount of the related distribution on such Class allocable to
interest;

            d. the amount of the related distribution on such Class allocable to
principal;

            e. the sum of the principal and interest payable to such class;

            f. the Realized Loss allocable to such Class;

            g. the Deferred Interest allocable to such Class;

            h. the Notional Amount of such Class after giving effect to the
distribution of interest;

            i. the Pass-Through Rate for such Class and whether such
Pass-Through Rate was limited by any applicable cap; and

            j. [reserved].

      (iii) with respect to a $1000 factor of the Initial Class Principal
Balance of each Class of Certificates which are not Notional Amount Certificates
and the related Distribution Date,

            a. the CUSIP number assigned to such Class;

            b. the Class Principal Balance of such Class factor prior to giving
effect to the distribution of principal and interest;

            c. the amount of the related distribution allocable to interest on
such Class factor;

            d. the amount of the related distribution allocable to principal on
such Class factor;

            e. the sum of the principal and interest payable to such Class
factor; and

            f. the Class Principal Balance of such Class factor after giving
effect to the distribution of principal and interest.

      (iv) with respect to a $1000 factor of the Initial Class Principal Balance
of each Class of Certificates which are Notional Amount Certificates and the
related Distribution Date,

            a. the CUSIP number assigned to such Class;

            b. the Notional Amount of such Class factor prior to giving effect
to the distribution of interest;

            c. the amount of the related distribution allocable to interest on
such Class factor;

            d. the amount of the related distribution allocable to principal on
such Class factor;

            e. the sum of the principal and interest payable to such Class
factor; and

            f. the Notional Amount of such Class factor after giving effect to
the distribution of interest.

      (v) with respect to the related Distribution Date,

            a. the Principal Payment Amount or Principal Remittance Amount;

            b. the amount of Curtailments;

            c. the amount of Curtailment interest adjustments;

            d. the Scheduled Payment of principal;

            e. the amount of Principal Prepayments;

            f. the amount of principal as a result of repurchased Mortgage
Loans;

            g. the Substitution Adjustment Amount;

            h. the aggregate amount of scheduled interest prior to reduction for
fees;

            i. the amount of Net Recoveries;

            j. the amount of reimbursements of Nonrecoverable Advances
previously made;

            k. the amount of recovery of reimbursements previously deemed
nonrecoverable;

            l. the amount of net Liquidation Proceeds;

            m. the amount of Insurance Proceeds;

            n. the amount of any other distributions allocable to principal;

            o. the number of Mortgage Loans as of the first day of the related
Collection Period;

            p. the aggregate Stated Principal Balance of the Mortgage Loans as
of the first day of the related Collection Period;

            q. the number of Mortgage Loans as of the last day of the related
Collection Period;

            r. the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Collection Period;

            s. the sum of the Servicing Fee, the Excess Servicing Fee, the
Credit Risk Manager Fee and the Trustee Fee ;

            t. the amount of current Advances (including the general purpose of
such Advances);

            u. the amount of outstanding Advances and the general source of
funds for reimbursements;

            v. the number and aggregate principal amounts of Mortgage Loans in
respect of which (1) one Scheduled Payment is Delinquent, (2) two Scheduled
Payments are Delinquent, (3) three Scheduled Payments are Delinquent and (4)
foreclosure proceedings have begun;

            w. the number and aggregate principal amounts of Mortgage Loans that
are currently in bankruptcy, but not delinquent;

            x. the number and aggregate principal amounts of Mortgage Loans that
are in foreclosure;

            y. the Delinquency Rate, Rolling Three Month Delinquency Rate, the
Senior Enhancement Percentage and whether a Trigger Event is in effect ;

            z. the number and aggregate principal amount of any REO Properties
as of the close of business on the Determination Date preceding such
Distribution Date;

            aa. current Realized Losses;

            bb. Cumulative Net Realized Losses and whether a Cumulative Loss
Event is occurring;

            cc. the weighted average term to maturity of the Mortgage Loans as
of the close of business on the last day of the calendar month preceding the
related Distribution Date;

            dd. the number of Mortgage Loans that have Prepayment Penalties and
for which prepayments were made during the related Collection Period, as
applicable;

            ee. the aggregate principal balance of Mortgage Loans that have
Prepayment Penalties and for which prepayments were made during the related
Collection Period, as applicable;

            ff. the aggregate amount of Prepayment Penalties collected during
the related Collection Period, as applicable;

            gg. the total cashflows received and the general sources thereof;

            hh. The amount of any funds remaining in the Pre-Funding Account as
of such Distribution Date;

            ii. the weighted average Net Mortgage Rate;

            jj. the Net Excess Spread;

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

            ll. the applicable Record Dates, Interest Accrual Periods,
Determination Date for calculating distributions and the actual Distribution
Date.

      (vi) with respect to the related Distribution Date,

            a. the Targeted Overcollateralization Amount;

            b. the Overcollateralization Amount;

            c. the amount, if any, by which the Targeted Overcollateralization
Amount exceeds the Overcollateralization Amount;

            d. the Overcollateralization Release Amount;

            e. the Monthly Excess Interest; and

            f. the amount of any payment to the Class X-1 Certificates.

<PAGE>

                                    EXHIBIT W


                         FORM OF DEPOSITOR CERTIFICATION


            Re: Credit Suisse First Boston Mortgage Acceptance Corp.


                      Home Equity Mortgage Trust [________]


      I, __________________________, certify that:

1.    I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution and servicing reports filed in respect of periods
included in the year covered by this annual report, of Home Equity Mortgage
Trust [________] (the "Trust");

2.    Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

3.    Based on my knowledge, the distribution information required to be
prepared by the Trustee based upon the servicing information required to be
provided by each Servicer under the Pooling and Servicing Agreement is included
in these reports;

4.    Based on my knowledge and upon the annual compliance statements included
in the report and required to be delivered to the Trustee in accordance with the
terms of the Pooling and Servicing Agreement and based upon the review required
under the Pooling and Servicing Agreement, and except as disclosed in the
report, each Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and

5.    The reports disclose all significant deficiencies relating to each
Servicer's compliance with the minimum servicing standards based, in each case,
upon the report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the Pooling and Servicing Agreement,
that is included in these reports.

      In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: each Servicer
and the Trustee.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated [___________] (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Acceptance Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as
seller, [__________], as a servicer ("[__________]"),[__________], as a servicer
("[__________]"),[__________] as a servicer ("[__________]"),[__________] as
special servicer (the "Special Servicer") and [__________], as trustee (the
"Trustee").


                                        ________________________________________
                                        [Name]
                                        [Title]
                                        [Date]

<PAGE>


                                    EXHIBIT X


                          FORM OF TRUSTEE CERTIFICATION


            Re: Credit Suisse First Boston Mortgage Acceptance Corp.


                      Home Equity Mortgage Trust [________]


      [__________] (the "Trustee") hereby certifies to Credit Suisse First
Boston Mortgage Acceptance Corp. (the "Depositor"), and each Person, if any, who
"controls" the Depositor within the meaning of the Securities Act of 1933, as
amended, and its officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:

1.    The Trustee has reviewed the annual report on Form 10-K for the fiscal
year [___], and all reports on Form 8-K containing distribution reports filed in
respect of periods included in the year covered by that annual report, of the
Depositor relating to the above-referenced trust;

2.    Based on the Trustee's knowledge, and assuming the accuracy and
completeness of the information supplied to the Trustee by each Servicer, the
distribution information in the distribution reports contained in all reports on
Form 8-K included in the year covered by the annual report on Form 10-K for
fiscal year [_____], prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
required by the Pooling and Servicing Agreement to be included therein and
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

3.    Based on the Trustee's knowledge, the distribution information required to
be provided by the Trustee under the Pooling and Servicing Agreement is included
in these reports.


      Capitalized  terms  used  but  not  defined  herein  have  the  meanings
ascribed to them in the Pooling and Servicing  Agreement,  dated  [__________]
(the  "Pooling and  Servicing  Agreement"),  among Credit  Suisse First Boston
Mortgage  Acceptance  Corp.,  as  depositor  (the  "Depositor"),  DLJ Mortgage
Capital,  Inc.,  as  seller,  [__________],  as a  servicer  ("[__________]"),
[__________]     ("[__________]"),      [__________]     as     a     servicer
("[__________]"),[__________]  as special  servicer (the  "Special  Servicer")
and [__________], as trustee (the "Trustee").


                                        [__________]

                                        as Trustee


                                        By:  ___________________________________
                                        Name]
                                        [Title]
                                        [Date]
<PAGE>
                                    EXHIBIT Y


                           FORM SERVICER CERTIFICATION


            Re: Credit Suisse First Boston Mortgage Acceptance Corp.


                      Home Equity Mortgage Trust [________]

      I, ___________________________, a duly elected and acting officer of
[__________________] (the "Servicer"), certify pursuant to Section 8.12(d) of
the Pooling and Servicing Agreement to the Depositor, the Trustee and each
Person, if any, who "controls" the Depositor or the Trustee within the meaning
of the Securities Act of 1933, as amended, and their respective officers and
directors, with respect to the calendar year immediately preceding the date of
this Certificate (the "Relevant Year"), as follows":

1.    For purposes of this Certificate, "Relevant Information" means the
information in the certificate provided pursuant to Section 3.16 of the Pooling
and Servicing Agreement (the "Annual Compliance Certificate") for the Relevant
Year and the information in all servicing reports required pursuant to the
Pooling and Servicing Agreement to be provided by the Servicer to the Trustee
during the Relevant Year (as such information is amended or corrected in writing
and delivered to the Trustee). Based on my knowledge, the Relevant Information,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein which is necessary
to make the statements made therein, in light of the circumstances under which
such statements were made, not misleading as of the last day of the Relevant
Year;

2.    The Relevant Information required to be provided to the Trustee under the
Pooling and Servicing Agreement has been provided to the Trustee;

3.    I am responsible for reviewing the activities performed by the Servicer
under the Pooling and Servicing Agreement during the Relevant Year. Based upon
the review required under the Pooling and Servicing Agreement and except as
disclosed in the Annual Compliance Certificate or the accountants' statement
provided pursuant to Section 3.17 of the Pooling and Servicing Agreement, to the
best of my knowledge, the Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement throughout the Relevant Year.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated [___________] (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Acceptance Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as
seller, [__________], as a servicer ("[__________]"), [__________], as a
servicer ("[__________]"), [__________] as a servicer ("[__________]"),
[__________] as special servicer (the "Special Servicer") and [__________] as
trustee (the "Trustee").

                                        [_____________________________________],


                                          as Servicer


                                        By:  ___________________________________
                                        Name]
                                        [Title]

<PAGE>

                                    EXHIBIT Z


                INFORMATION TO BE PROVIDED BY SERVICER TO TRUSTEE

      The following information with respect to each Mortgage Loan will be
e-mailed by each Servicer to the Trustee in accordance with Section 4.10:


Servicer loan number
Trust loan number (if applicable)
Scheduled net interest
Scheduled principal
Curtailment applied
Curtailment adjustment
Mortgage Rate
Servicing Fee Rate
P&I payment
Beginning scheduled balance
Ending scheduled balance
Ending actual principal balance
Due Date
Prepayment in full principal
Prepayment in full net interest
Prepayment in full penalty
Delinquencies:
      1-30
      31-60
      61-90
      90+
Foreclosures
REO Properties
Loss amounts and loss types

<PAGE>

                                   EXHIBIT AA

                        FORM OF LIMITED POWER OF ATTORNEY

                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that [__________], a banking association
organized under the laws of the United States, having a place of business at
[__________], as Trustee (and in no personal or other representative capacity)
under the Pooling and Servicing Agreement, dated as of [__________] (as amended,
restated, supplemented or otherwise modified from time to time, the "Agreement";
capitalized terms not defined herein have the definitions assigned to such terms
in the Agreement), relating to the Home Equity Mortgage Pass-Through
Certificates, Series [__________], hereby appoints [_______________], in its
capacity as a Servicer under the Agreement, as the Trustee's true and lawful
Special Attorney-in-Fact, in the Trustee's name, place and stead and for the
Trustee's benefit, but only in its capacity as Trustee aforesaid, to perform all
acts and execute all documents as may be customary, necessary and appropriate to
effectuate the following enumerated transactions in respect of any mortgage,
deed of trust, promissory note or real estate owned from time to time owned
(beneficially or in title, whether the Trustee is named therein as mortgagee or
beneficiary or has become mortgagee or beneficiary by virtue of endorsement,
assignment or other conveyance) or held by or registered to the Trustee
(directly or through custodians or nominees), or in respect of which the Trustee
has a security interest or other lien, all as provided under the applicable
Agreement and only to the extent the respective Trustee has an interest therein
under the Agreement, and in respect of which the Servicer is acting as servicer
pursuant to the Agreement (the "Mortgage Documents").


This appointment shall apply to the following enumerated transactions under the
Agreement only:

      1.    The modification or re-recording of any Mortgage Document for the
purpose of correcting it to conform to the original intent of the parties
thereto or to correct title errors discovered after title insurance was issued
and where such modification or re-recording does not adversely affect the lien
under the Mortgage Document as insured.

      2.    The subordination of the lien under a Mortgage Document to an
easement in favor of a public utility company or a state or federal agency or
unit with powers of eminent domain including, without limitation, the execution
of partial satisfactions/releases, partial reconveyances and the execution of
requests to trustees to accomplish same.

      3.    The conveyance of the properties subject to a Mortgage Document to
the applicable mortgage insurer, or the closing of the title to the property to
be acquired as real estate so owned, or conveyance of title to real estate so
owned.

      4.    The completion of loan assumption and modification agreements in
respect of Mortgage Documents.

      5.    The full or partial satisfaction/release of a Mortgage Document or
full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related note.

      6.    The assignment of any Mortgage Document, in connection with the
repurchase of the mortgage loan secured and evidenced thereby.

      7.    The full assignment of a Mortgage Document upon payment and
discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related note.

      8.    With respect to a Mortgage Document, the foreclosure, the taking of
a deed in lieu of foreclosure, or the completion of judicial or non-judicial
foreclosure or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:

            a.    the substitution of trustee(s) serving under a deed of trust,
                  in accordance with state law and the deed of trust;

            b.    the preparation and issuance of statements of breach or
                  non-performance;

            c.    the preparation and filing of notices of default and/or
                  notices of sale;

            d.    the cancellation/rescission of notices of default and/or
                  notices of sale;

            e.    the taking of a deed in lieu of foreclosure; and

            f.    the preparation and execution of such other documents and
                  performance of such other actions as may be necessary under
                  the terms of the Mortgage Document or state law to
                  expeditiously complete said transactions in paragraphs 8(a)
                  through 8(e), above.

      9.    Demand, sue for, recover, collection and receive each and every sum
of money, debt, account and interest (which now is, or hereafter shall become
due and payable) belonging to or claimed by the Trustee under the Mortgage
Documents, and to use or take any lawful means for recovery thereof by legal
process or otherwise.

      10.   Endorse on behalf of the Trustee all checks, drafts and/or
negotiable instruments made payable to the Trustee in respect of the Mortgage
Documents.

The Trustee gives the Special Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by this
Limited Power of Attorney, subject to the terms and conditions set forth in the
Agreement including the standard of care applicable to Servicer in the
Agreement, and hereby does ratify and confirm what such Special Attorney-in-Fact
shall lawfully do or cause to be done by authority hereof.

<PAGE>

IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be
hereto signed and affixed and these presents to be acknowledged by its duly
elected and authorized officer this ___ day of ___ , 200_.


                                        [_________________________]., as Trustee


                                        By:  ___________________________________
                                        Name:
                                        Title:


WITNESS:                                WITNESS:


_____________________________________   ________________________________________
Name:                                     Name:
Title:                                    Title:


STATE OF NEW YORK  )
                   )SS
COUNTY OF NEW YORK )


      On ______________, 200_, before me, the undersigned, a Notary Public in
and for said state, personally appeared __________________, personally known to
me to be the person whose name is subscribed to the within instrument and to be
a duly authorized and acting Senior Vice President of [__________], and such
person acknowledged to me that such person executed the within instrument in
such person's authorized capacity as a Senior Vice President of [__________].,
and that by such signature on the within instrument the entity upon behalf of
which such person acted executed the instrument.

      WITNESS my hand and official seal.

                                        ________________________________________
                                        Notary Public

<PAGE>
                                   EXHIBIT BB

                             CREDIT INSURANCE POLICY

<PAGE>
                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                            (Available Upon Request)

<PAGE>
                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

      (i)   The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;

      (ii)  the Seller has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

      (iii) the execution and delivery by the Seller of this Agreement have been
duly authorized by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv)  the execution, delivery and performance by the Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

      (v)   this Agreement has been duly executed and delivered by the Seller
and, assuming due authorization, execution and delivery by the Trustee, the
Servicers and the Depositor, constitutes a valid and binding obligation of the
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

      (vi)  there are no actions, litigation, suits or proceedings pending or to
the knowledge of the Seller, threatened against the Seller before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect
the transactions contemplated by this Agreement.

<PAGE>

                                 SCHEDULE III A


                    [________] REPRESENTATIONS AND WARRANTIES


      (i)   [________] is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;


      (ii)  [________] has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;


      (iii) The execution and delivery by [________] of this Agreement have been
duly authorized by all necessary corporate action on the part of [________]; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on [________] or its properties or the
certificate of incorporation or bylaws of [________], except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on [________] ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv)  This Agreement has been duly executed and delivered by [________]
and, assuming due authorization, execution and delivery by the Trustee, the
Seller and the Depositor, constitutes a valid and binding obligation of
[________] enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and


      (v)   There are no actions, litigation, suits or proceedings pending or to
the knowledge of [________], threatened against [________] before or by any
court, administrative agency, arbitrator or governmental body (a) with respect
to any of the transactions contemplated by this Agreement or (b) with respect to
any other matter which in the judgment of [________] if determined adversely to
[________] would reasonably be expected to materially and adversely affect
[________]'s ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and [________] is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.

<PAGE>

                                 SCHEDULE III B


                    [________] REPRESENTATIONS AND WARRANTIES


      (i)   [________] is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of its organization;


      (ii)  [________] has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;


      (iii) The execution and delivery by [________] of this Agreement have been
duly authorized by all necessary corporate action on the part of [________]; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on [________] or its properties or the
certificate of incorporation or bylaws of [________], except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on [________] ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv)  This Agreement has been duly executed and delivered by [________]
and, assuming due authorization, execution and delivery by the Trustee, the
Seller and the Depositor, constitutes a valid and binding obligation of
[________] enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and


      (v)   There are no actions, litigation, suits or proceedings pending or to
the knowledge of [________], threatened against [________] before or by any
court, administrative agency, arbitrator or governmental body (a) with respect
to any of the transactions contemplated by this Agreement or (b) with respect to
any other matter which in the judgment of [________] if determined adversely to
[________] would reasonably be expected to materially and adversely affect
[________]'s ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and [________] is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.

<PAGE>
                                 SCHEDULE III C


                    [________] REPRESENTATIONS AND WARRANTIES


      (i)   [________] is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;


      (ii)  [________] has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;


      (iii) The execution and delivery by [________] of this Agreement have been
duly authorized by all necessary corporate action on the part of [________]; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on [________] or its properties or the
certificate of incorporation or bylaws of [________], except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on [________] ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv)  This Agreement has been duly executed and delivered by [________]
and, assuming due authorization, execution and delivery by the Trustee, the
Seller and the Depositor, constitutes a valid and binding obligation of
[________] enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

      (v)   There are no actions, litigation, suits or proceedings pending or to
the knowledge of [________], threatened against [________] before or by any
court, administrative agency, arbitrator or governmental body (a) with respect
to any of the transactions contemplated by this Agreement or (b) with respect to
any other matter which in the judgment of [________] if determined adversely to
[________] would reasonably be expected to materially and adversely affect
[________]'s ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and [________] is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.

<PAGE>

                                 SCHEDULE III D


                 REPRESENTATIONS AND WARRANTIES OF [__________]

      [________], in its capacity as Special Servicer, hereby makes the
representations and warranties set forth in this Schedule IIIC to the Depositor
and the Trustee, as of the Closing Date, or if so specified herein, as of the
Cut-off Date or such other date as may be specified.

            (i)   [________] is a corporation duly formed, validly existing and
      in good standing under the laws of the jurisdiction of its incorporation
      and is qualified under the laws of each state where required by applicable
      law or is otherwise exempt under applicable law from such qualification.

            (ii)  [________] has all requisite corporate power, authority and
      capacity to enter into the Agreement and to perform the obligations
      required of it thereunder. The Agreement (assuming the due authorization
      and execution of the Agreement by the other parties thereto) constitutes a
      valid and legally binding agreement of [________] enforceable in
      accordance with its terms, except as such enforceability may be limited by
      bankruptcy, insolvency, moratorium, reorganization and similar laws, and
      by equitable principles affecting the enforceability of the rights of
      creditors.


            (iii) None of the execution and delivery of the Agreement, the
      consummation of any other transaction contemplated therein, or the
      fulfillment of or compliance with the terms of the Agreement, will result
      in the breach of, or constitute a default under, any term or provision of
      the organizational documents of [________] or conflict with, result in a
      material breach, violation or acceleration of or constitute a material
      default under, the terms of any indenture or other agreement or instrument
      to which [________] is a party or by which it is bound, or any statute,
      order, judgment, or regulation applicable to [________] of any court,
      regulatory body, administrative agency or governmental body having
      jurisdiction over [________].

            (iv)  There is no action, suit, proceeding or investigation pending,
      or to [________]'s knowledge threatened, against [________] before any
      court, administrative agency or other tribunal (a) asserting the
      invalidity of the Agreement, (b) seeking to prevent the consummation of
      any of the transactions contemplated thereby or (c) which might reasonably
      be expected to materially and adversely affect the performance by
      [________] of its obligations under, or the validity or enforceability of,
      the Agreement.

            (v)   No consent, approval, authorization or order of any court,
      regulatory body or governmental agency or court is required, under state
      or federal law prior to the execution, delivery and performance by
      [________] of the Agreement or the consummation of the transactions
      contemplated by the Agreement.

<PAGE>

                                   SCHEDULE IV


          REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS

      DLJMC, in its capacity as Seller, hereby makes the representations and
warranties set forth in this Schedule IV to the Depositor and the Trustee, as of
the Closing Date, or the date specified herein, with respect to the Mortgage
Loans identified on Schedule I hereto.


      (i)   The Seller or its affiliate is the sole owner of record and holder
of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.
Immediately prior to the transfer and assignment to the Depositor on the Closing
Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not
subject to an assignment or pledge, and the Seller had good and marketable title
to and was the sole owner thereof and had full right to transfer and sell the
Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party,
to sell and assign the Mortgage Loan and following the sale of the Mortgage
Loan, the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.

      (ii)  Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects.

      (iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Depositor. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule; the substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Insurance Policy and title
insurance policy, to the extent required by the related policies.

      (iv)  The Mortgage Loan complies with all the terms, conditions and
requirements of the originator's underwriting standards in effect at the time of
origination of such Mortgage Loan.

      (v)   The information set forth in the Mortgage Loan Schedule, attached to
the Agreement as Schedule I, is complete, true and correct in all material
respects as of the Cut-off Date.

      (vi)  With respect to any first lien Mortgage Loan, the related Mortgage
is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any second lien Mortgage Loan, the related
Mortgage is a valid, subsisting, enforceable and perfected second lien on the
Mortgaged Property, and all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right
thereto. Such lien is free and clear of all adverse claims, liens and
encumbrances having priority over the first or second lien, as applicable, of
the Mortgage subject only to (1) with respect to any Second Mortgage Loan, the
related First Mortgage Loan, (2) the lien of non-delinquent current real
property taxes and assessments not yet due and payable, (3) covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage
lending institutions generally and either (A) which are referred to or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B)
which do not adversely affect the appraised value of the Mortgaged Property as
set forth in such appraisal, and (4) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates (1) with respect to any First Mortgage
Loan, a valid, subsisting, enforceable and perfected first lien and first
priority security interest and (2) with respect to any second lien Mortgage
Loan, a valid, subsisting, enforceable and perfected second lien and second
priority security interest, in each case, on the property described therein, and
the Seller has the full right to sell and assign the same to the Depositor.

      (vii) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage.

      (viii) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable.

      (ix)  The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of 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.

      (x)   The Mortgaged Property is not subject to any material damage by
waste, fire, earthquake, windstorm, flood or other casualty. At origination of
the Mortgage Loan there was, and there currently is, no proceeding pending for
the total or partial condemnation of the Mortgaged Property.

      (xi) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances.

      (xii) Seller has delivered or caused to be delivered to the Trustee or the
Custodian on behalf of the Trustee the original Mortgage bearing evidence that
such instruments have been recorded in the appropriate jurisdiction where the
Mortgaged Property is located as determined by the Seller (or, in lieu of the
original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from the Seller or the settlement agent who handled the
closing of the Mortgage Loan, certifying that such copy or copies represent true
and correct copy(ies) of the original(s) and that such original(s) have been or
are currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the same.

      (xiii) The Mortgage File contains each of the documents specified in
Section 2.01(b) of the Agreement.

      (xiv) As of the Closing Date, each Mortgage Loan shall be serviced in all
material respects in accordance with the terms of the Agreement.

      (xv)  All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in this Agreement. All such standard hazard policies are
in full force and effect and on the date of origination contained a standard
mortgagee clause naming the Seller and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have
been paid. If at the time of origination, the Mortgage Loan was required to have
flood insurance coverage in accordance with the Flood Disaster Protection Act of
1973, as amended, such Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements, as well as
all additional requirements set forth in this Agreement. Such policy was issued
by an insurer acceptable under FNMA or FHLMC guidelines. The 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 holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor.

      (xvi) With respect to each Mortgage Loan that has a Prepayment Penalty
feature, each such Prepayment Penalty is enforceable and, at the time such
Mortgage Loan was originated, each Prepayment Penalty complied with applicable
federal, state and local law, subject to federal preemption where applicable.

      (xvii) As of the Cut-off Date, no Mortgage Loan is (a) a non-performing
loan (i.e. a mortgage loan that is more than 90 days delinquent); (b) a
re-performing loan (i.e. a mortgage loan that was more than 90 days delinquent
within the twelve month period preceding the Cut-off Date but is contractually
current); or (c) a sub-performing loan (i.e. a mortgage loan that is at least 30
days delinquent but subject to a payment plan or agreement pursuant to which the
Mortgagor is contractually current).

      (xviii) The Mortgage Note and the related Mortgage are original and
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in all respects in accordance with its terms subject to
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application affecting the rights of creditors and by general equitable
principles.

      (xix) To the knowledge of the Seller, (i) no proceeds from any Mortgage
Loan were used to finance single-premium credit insurance policies, (ii) no
Mortgage Loan originated prior to October 1, 2002 will impose a Prepayment
Penalty for a term in excess of five years and no Mortgage Loan originated on or
after October 1, 2002 will impose a Prepayment Penalty for a term in excess of
three years, (iii) the related Servicer of each Mortgage Loan has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on its borrower credit files to
Equifax, Experian and Trans Union Credit Information on a monthly basis, (iv)
the original principal balance of each Mortgage Loan is within Freddie Mac's
dollar amount for conforming one- to four-family mortgage loans and (v) no
Mortgage Loan secured by a Mortgaged Property located in the State of Georgia
was originated on or after October 1, 2002 and before March 7, 2003 and no
Mortgage Loan secured by Mortgaged Property located in the State of Georgia that
was originated on or after March 7, 2003 is a "high cost home loan" as defined
in the Georgia Fair Lending Act (HB 1361), as amended.

      (xx)  Each Mortgage Loan at the time it was made complied in all material
respects with applicable local, state and federal laws, including, but not
limited to, all applicable predatory and abusive lending laws.

      (xxi) No Mortgage Loan is classified as (a) a "high cost mortgage loan"
under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost
home," "covered," "high cost," "high risk home" or "predatory" loan under any
other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees).

      (xxii) No Mortgage Loan is a High Cost Loan or Covered Loan as such terms
are defined in Version 5.6 Revised; Appendix E of the Standard & Poor's
LEVELS(R) Glossary.

      (xxiii) With respect to any Mortgage Loan originated on or after October
1, 2004, either (a) the related Mortgage and the related Mortgage Note does not
contain a mandatory arbitration clause (that is, a clause that requires the
related Mortgagor to submit to arbitration to resolve any dispute arising out of
or relating in any way to the Mortgage Loan) or (b) the related Mortgage and the
related Mortgage Note contained a mandatory arbitration clause as of the related
origination date and such clause has or will be waived by the originator or an
entity designated by the Seller in writing no later than sixty (60) days after
the related Closing Date which notice included or will include the following
language: "WE ARE HEREBY NOTIFYING YOU THAT THE MANDATORY ARBITRATION CLAUSE OF
YOUR LOAN, REQUIRING THAT YOU SUBMIT TO ARBITRATION TO RESOLVE ANY DISPUTE
ARISING OUT OF OR RELATING IN ANY WAY TO YOUR MORTGAGE LOAN, IS IMMEDIATELY NULL
AND VOID. YOU ARE FREE TO CHOOSE TO EXERCISE ANY OF YOUR RIGHTS OR ENFORCE ANY
REMEDIES UNDER YOUR MORTGAGE LOAN THROUGH THE COURT SYSTEM." A copy of the
written notice referred to in the immediately preceding sentence, if applicable,
shall be retained in the related Mortgage File.