<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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

                     NOVASTAR MORTGAGE FUNDING CORPORATION,
                                   as Company

                            NOVASTAR MORTGAGE, INC.,
                            as Servicer and as Seller

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                  as Custodian

                                       and

                              JPMORGAN CHASE BANK,
                                   as Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of September 1, 2003

                                   ----------

                 NovaStar Mortgage Funding Trust, Series 2003-3

       NovaStar Home Equity Loan Asset-Backed Certificates, Series 2003-3

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                   <C>
ARTICLE I DEFINITIONS..................................................................................1

   Section 1.01    Defined Terms.......................................................................1
   Section 1.02    Accounting..........................................................................1
   Section 1.03    Allocation of Certain Interest Shortfalls...........................................2
   Section 1.04    Calculation of Interest on Certificates.............................................2

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............................2

   Section 2.01    Conveyance of Mortgage Loans and Other Trust Assets.................................2
   Section 2.02    Acceptance of Mortgage Loans by Custodian, on behalf of the Trustee.................5
   Section 2.03    Repurchase or Substitution of Mortgage Loans by the Seller..........................6
   Section 2.04    Acknowledgement of Trustee..........................................................9
   Section 2.05    Representations, Warranties and Covenants of the Servicer...........................9
   Section 2.06    Representations and Warranties of the Company......................................10
   Section 2.07    Issuance of Certificates...........................................................11
   Section 2.08    Conveyance of the Subsequent Mortgage Loans........................................11
   Section 2.09    Designation Under REMIC Provisions.................................................11

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS........................................24

   Section 3.01    Servicer to Assure Servicing.......................................................24
   Section 3.02    Subservicing Agreements Between Servicer and Subservicers..........................26
   Section 3.03    Successor Subservicers.............................................................27
   Section 3.04    Liability of the Servicer..........................................................27
   Section 3.05    Assumption or Termination of Subservicing Agreements by the Trustee................27
   Section 3.06    Collection of Mortgage Loan Payments...............................................28
   Section 3.07    Withdrawals from the Collection Account............................................30
   Section 3.08    Collection of Taxes, Assessments and Similar Items; Servicing Accounts.............32
   Section 3.09    Access to Certain Documentation and Information Regarding the Mortgage Loans.......32
   Section 3.10    [Reserved].........................................................................33
   Section 3.11    Maintenance of Hazard Insurance and Fidelity Coverage..............................33
   Section 3.12    Due-on-Sale Clauses; Assumption Agreements.........................................35
   Section 3.13    Realization Upon Defaulted Mortgage Loans..........................................35
   Section 3.14    Custodian to Cooperate; Release of Mortgage Files..................................37
   Section 3.15    Servicing Compensation.............................................................38
</TABLE>

                                       i

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<TABLE>
<S>                                                                                                   <C>
   Section 3.16    Annual Statements of Compliance....................................................38
   Section 3.17    Annual Independent Public Accountants' Servicing Report............................39
   Section 3.18    Optional Purchase of Defaulted Mortgage Loans......................................39
   Section 3.19    Information Required by the Internal Revenue Service Generally and Reports of
                      Foreclosures and Abandonments of Mortgaged Property.............................39
   Section 3.20    Purchase of Converted Mortgage Loans...............................................40
   Section 3.21    [Reserved].........................................................................40
   Section 3.22    Servicing and Administration of the MI Policies....................................40
   Section 3.23    Determination Date Reports.........................................................41
   Section 3.24    Advances...........................................................................42
   Section 3.25    Compensating Interest Payments.....................................................42
   Section 3.26    Advance Facility...................................................................42

ARTICLE IV FLOW OF FUNDS..............................................................................45

   Section 4.01    Distributions......................................................................45
   Section 4.02    Distribution Account...............................................................52
   Section 4.03    Statements.........................................................................53
   Section 4.04    Supplemental Interest Trusts; Excess Cashflow......................................56
   Section 4.05    Pre-Funding Account................................................................58
   Section 4.06    [Reserved].........................................................................60
   Section 4.07    Allocation of Realized Losses......................................................60

ARTICLE V THE CERTIFICATES............................................................................60

   Section 5.01    The Certificates...................................................................60
   Section 5.02    Registration of Transfer and Exchange of Certificates..............................61
   Section 5.03    Mutilated, Destroyed, Lost or Stolen Certificates..................................65
   Section 5.04    Persons Deemed Owners..............................................................66
   Section 5.05    Appointment of Paying Agent........................................................66

ARTICLE VI THE SERVICER AND THE COMPANY...............................................................66

   Section 6.01    Liability of the Servicer and the Company..........................................66
   Section 6.02    Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or
                      the Company.....................................................................66
   Section 6.03    Limitation on Liability of the Servicer and Others.................................67
   Section 6.04    Servicer Not to Resign.............................................................67
   Section 6.05    Delegation of Duties...............................................................68
   Section 6.06    Servicer to Pay Trustee's Fees and Expenses; Indemnification.......................68

ARTICLE VII DEFAULT...................................................................................69

   Section 7.01    Servicing Default..................................................................69
   Section 7.02    Trustee to Act; Appointment of Successor...........................................71
   Section 7.03    Waiver of Defaults.................................................................73
   Section 7.04    Notification to Certificateholders.................................................73
   Section 7.05    Survivability of Servicer Liabilities..............................................73
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                   <C>
ARTICLE VIII THE TRUSTEE..............................................................................73

   Section 8.01    Duties of the Trustee..............................................................73
   Section 8.02    Rights of Trustee..................................................................75
   Section 8.03    Individual Rights of Trustee.......................................................76
   Section 8.04    Trustee's Disclaimer...............................................................76
   Section 8.05    Notice of Servicing Default........................................................77
   Section 8.06    [Reserved].........................................................................77
   Section 8.07    Compensation and Indemnity.........................................................77
   Section 8.08    Replacement of Trustee.............................................................77
   Section 8.09    Successor Trustee by Merger........................................................78
   Section 8.10    Appointment of Co-Trustee or Separate Trustee......................................78
   Section 8.11    Eligibility; Disqualification......................................................79
   Section 8.12    [Reserved].........................................................................79
   Section 8.13    Representations and Warranties.....................................................79
   Section 8.14    Directions to Trustee..............................................................80
   Section 8.15    The Agents.........................................................................80
   Section 8.16    Reports by the Trustee; Trust Fiscal Year..........................................80
   Section 8.17    Execution of the Novation and Swap Agreements......................................81

ARTICLE IX [RESERVED].................................................................................81

ARTICLE X REMIC ADMINISTRATION........................................................................81

   Section 10.01   REMIC Administration...............................................................81
   Section 10.02   Prohibited Transactions and Activities.............................................83

ARTICLE XI TERMINATION................................................................................84

   Section 11.01   Termination........................................................................84
   Section 11.02   Additional Termination Requirements................................................86

ARTICLE XII MISCELLANEOUS PROVISIONS..................................................................86

   Section 12.01   Amendment..........................................................................86
   Section 12.02   Recordation of Agreement; Counterparts.............................................88
   Section 12.03   Limitation on Rights of Certificateholders.........................................88
   Section 12.04   Governing Law; Jurisdiction........................................................89
   Section 12.05   Notices............................................................................89
   Section 12.06   Severability of Provisions.........................................................91
   Section 12.07   Article and Section References.....................................................91
   Section 12.08   Further Assurances.................................................................91
   Section 12.09   Benefits of Agreement..............................................................91
   Section 12.10   Acts of Certificateholders.........................................................91
   Section 12.11   Confidentiality....................................................................92
</TABLE>

APPENDIX A

                                       iii

<PAGE>

EXHIBITS:

Exhibit A-1    Form of Class A-1 Certificates

Exhibit A-2    Form of Class A-2A Certificates

Exhibit A-3    Form of Class A-2B Certificates

Exhibit A-4    Form of Class A-2C Certificates

Exhibit A-5    Form of Class A-3 Certificates

Exhibit A-6    Form of Class M-1 Certificates

Exhibit A-7    Form of Class M-2 Certificates

Exhibit A-8    Form of Class M-3 Certificates

Exhibit A-9    Form of Class B-1 Certificates

Exhibit A-10   Form of Class B-2 Certificates

Exhibit A-11   Form of Class I Certificates

Exhibit A-12   Form of Class X Certificates

Exhibit A-13   Form of Class P Certificates

Exhibit A-14   Form of Class O Certificates

Exhibit A-15   Form of Class R Certificates

Exhibit B      Mortgage Loan Schedule

Exhibit C      Form of Addition Notice

Exhibit D      Form of Subsequent Transfer Instrument

Exhibit E      Request for Release

Exhibit F-1    Form of Trustee's Initial Certification

Exhibit F-2    Form of Trustee's Final Certification

Exhibit G      Form of Investment Letter

Exhibit H      Form of Residual Certificate Transfer Affidavit

Exhibit I      Form of Transferor's Certificate

Exhibit J      Form of Notional Amount Test Event Notice

                                       iv

<PAGE>

          This Pooling and Servicing Agreement is dated as of September 1, 2003
(the "Agreement"), among NOVASTAR MORTGAGE FUNDING CORPORATION, as company (the
"Company"), NOVASTAR MORTGAGE, INC., as servicer (the "Servicer") and as seller
(the "Seller"), WACHOVIA BANK, NATIONAL ASSOCIATION, as custodian (the
"Custodian") and JPMORGAN CHASE BANK, as trustee (the "Trustee").

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01 Defined Terms.

          Whenever used in this Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, capitalized terms and
phrases used herein shall have the meanings assigned to such terms and phrases
in the definitions attached hereto as Appendix A, which is incorporated herein
by reference. Unless the context otherwise requires:

          (a)  a term has the meaning assigned to it;

          (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect
from time to time;

          (c) "or" is not exclusive;

          (d) "including" means including without limitation;

          (e) words in the singular include the plural and words in the plural
include the singular;

          (f) any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; and

          (g) references to a Person are also to such Person's permitted
successors and assigns.

          Section 1.02 Accounting.

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

                                        1

<PAGE>

          Section 1.03 Allocation of Certain Interest Shortfalls.

          For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Class A Certificates, the Mezzanine Certificates
and the Class B Certificates, for any Distribution Date, (1) the aggregate
amount of any Net Prepayment Interest Shortfalls and any Relief Act Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first to the Excess Cashflow, and second, on a pro rata basis based
on, and to the extent of, the gross Monthly Interest Distributable Amount for
each such Class, among the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates and (2) the aggregate amount of any Available Funds Cap
Carryforward Amounts incurred for any Distribution Date shall be allocated to
the Class X Certificates to the extent of the gross Monthly Interest
Distributable Amount for that Class, after deduction of any Net Prepayment
Interest Shortfalls and any Relief Act Shortfalls.

          All Net Prepayment Interest Shortfalls and Relief Act Shortfalls on
the REMIC I, REMIC II, REMIC III and REMIC IV shall be allocated on each
Distribution Date among the REMIC I, REMIC II, REMIC III and REMIC IV in the
proportion that Net Prepayment Interest Shortfalls and Relief Act Shortfalls are
allocated to the related Master REMIC Regular Interests.

          Section 1.04 Calculation of Interest on Certificates.

          Unless otherwise specified, all calculations in respect of interest on
the Class A Certificates, the Class B Certificates and the Mezzanine
Certificates shall be made on the basis of the actual number of days elapsed in
the related Accrual Period on the basis of a 360-day year and all other
calculations of interest described herein shall be made on the basis of a
360-day year consisting of twelve 30-day months. The Class O Certificates and
the Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, will not accrue interest.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

          Section 2.01 Conveyance of Mortgage Loans and Other Trust Assets.

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

                                        2

<PAGE>

and principal due to the Company or the Servicer after the related Cut-off Date
with respect to the Mortgage Loans.

          In connection with such transfer and assignment, the Seller, on behalf
of the Company, does hereby deliver to, and deposit with the Custodian, as the
Trustee's designated agent, the following documents or instruments with respect
to each Closing Date Mortgage Loan so transferred and assigned and the Seller,
on behalf of the Company, shall, in accordance with Section 2.08, deliver or
cause to be delivered to the Custodian, as the Trustee's designated agent, with
respect to each Subsequent Mortgage Loan, the following documents or instruments
(with respect to each Mortgage Loan, a "Mortgage File"):

               (i) the original Mortgage Note endorsed to "JPMorgan Chase Bank,
     as Trustee for the NovaStar Home Equity Loan Asset-Backed Certificates,
     Series 2003-3";

               (ii) the original Mortgage with evidence of recording thereon,
     or, if the original Mortgage has not yet been returned from the public
     recording office, a copy of the original Mortgage certified by the Seller
     or the public recording office in which such original Mortgage has been
     recorded, and if the Mortgage Loan is registered on the MERS System, such
     Mortgage shall include thereon a statement that it is a MOM Loan and shall
     include the MIN for such Mortgage Loan;

               (iii) unless the Mortgage Loan is registered on the MERS System,
     an original assignment (which may be included in one or more blanket
     assignments if permitted by applicable law) of the Mortgage endorsed to
     "JPMorgan Chase Bank, as Trustee for the NovaStar Home Equity Loan
     Asset-Backed Certificates, Series 2003-3", and otherwise in recordable
     form;

               (iv) originals of any intervening assignments of the Mortgage
     showing an unbroken chain of title from the originator thereof to the
     Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
     registered on the MERS System), and noting the presence of a MIN (if the
     Mortgage Loan is registered on the MERS System), with evidence of recording
     thereon, or, if the original of any such intervening assignment has not yet
     been returned from the public recording office, a copy of such original
     intervening assignment certified by the Seller or the public recording
     office in which such original intervening assignment has been recorded;

               (v) the original policy of title insurance (or a commitment for
     title insurance, if the policy is being held by the title insurance company
     pending recordation of the Mortgage); and

               (vi) a true and correct copy of each assumption, modification,
     consolidation or substitution agreement, if any, relating to the Mortgage
     Loan.

          If a material defect in any Mortgage File is discovered which may
materially and adversely affect the value of the related Mortgage Loan, or the
interests of the Trustee or the Certificateholders in such Mortgage Loan,
including if any document required to be delivered to the Custodian has not been
delivered (provided that a Mortgage File will not be deemed to contain a defect
for an unrecorded assignment under clause (iii) above for 180 days following

                                       3

<PAGE>

submission of the assignment if the Seller has submitted such assignment for
recording pursuant to the terms of the following paragraph), the Seller shall
cure such defect or repurchase the related Mortgage Loan at the Repurchase Price
or substitute an Eligible Substitute Mortgage Loan for the related Mortgage Loan
upon the same terms and conditions set forth in Section 3.01 of the Purchase
Agreement as to the Closing Date Mortgage Loans and the Subsequent Mortgage
Loans and Section 2.02(c) of the Purchase Agreement as to the Subsequent
Mortgage Loans for breaches of representations and warranties.

          Promptly after the Closing Date in the case of a Closing Date Mortgage
Loan or, in the case of a Subsequent Mortgage Loan, promptly after the
Subsequent Transfer Date (or after the date of transfer of any Eligible
Substitute Mortgage Loan), the Seller at its own expense shall complete and
submit for recording in the appropriate public office for real property records
each of the assignments referred to in clause (iii) above, with such assignment
completed in favor of the Trustee, excluding any Mortgage Loan that is
registered on the MERS System, if MERS is identified on the Mortgage, or on a
properly recorded assignment of Mortgage as the mortgagee of record. While such
assignment to be recorded is being recorded, the Custodian shall retain a
photocopy of such assignment. If any assignment is lost or returned unrecorded
to the Custodian because of any defect therein, the Seller is required to
prepare a substitute assignment or cure such defect, as the case may be, and the
Seller shall cause such substitute assignment to be recorded in accordance with
this paragraph.

          In instances where an original Mortgage or any original intervening
assignment of Mortgage is not, in accordance with clause (ii) or (iv) above,
delivered by the Seller to the Custodian, on behalf of the Trustee, prior to or
on the Closing Date in the case of a Closing Date Mortgage Loan or, in the case
of a Subsequent Mortgage Loan, promptly after the Subsequent Transfer Date, the
Seller will deliver or cause to be delivered the originals of such documents to
the Custodian, on behalf of the Trustee, promptly upon receipt thereof.

          In connection with the assignment of any Mortgage Loan registered on
the MERS System, promptly after the Closing Date in the case of a Closing Date
Mortgage Loan or, in the case of a Subsequent Mortgage Loan, promptly after the
Subsequent Transfer Date (or after the date of transfer of any Eligible
Substitute Mortgage Loan), the Seller further agrees that it will cause, at the
Seller's own expense, the MERS System to indicate that such Mortgage Loan has
been assigned by the Seller 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 its
computer files (a) the applicable Trustee code in the field "Trustee" which
identifies the Trustee and (b) the code "NovaStar 2003-3" (or its equivalent) in
the field "Pool Field" which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Seller further agrees that it will not,
and will not permit the Servicer to, and the Servicer agrees that it will not,
alter the codes referenced in this paragraph with respect to any such Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.

          Effective on the Closing Date, the Trustee, on behalf of the
Certificateholders, hereby acknowledges its acceptance of all right, title and
interest to the Closing Date Mortgage Loans and other property, existing on the
Closing Date and thereafter created and conveyed to it pursuant to this Section
2.01.

                                       4

<PAGE>

          The Trustee, as assignee or transferee of the Company, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Closing Date Mortgage Loans. No scheduled payments
of principal due on or before the Cut-off Date and collected after the Cut-off
Date shall belong to the Company pursuant to the terms of the Purchase
Agreement. Any late payment charges collected in connection with a Mortgage Loan
shall be paid to the Servicer as provided in Section 3.15(b) hereof.

          The parties hereto intend that the transactions set forth herein
constitute a sale by the Company to the Trust on the Closing Date of all the
Company's right, title and interest in and to the Closing Date Mortgage Loans
and other property as and to the extent described above. In the event the
transactions set forth herein shall be deemed not to be a sale, the Company
hereby grants to the Trustee, on behalf of the Certificateholders, as of the
Closing Date a security interest in all of the Company's right, title and
interest in, to and under the Closing Date Mortgage Loans and such other
property, to secure all of the Company's obligations hereunder and this
Agreement shall constitute a security agreement under applicable law and in such
event, the parties hereto acknowledge that the Custodian, in addition to holding
the Closing Date Mortgage Loans on behalf of the Trustee for the benefit of the
Certificateholders, holds the Closing Date Mortgage Loans as designee of the
Company. The Seller agrees to take or cause to be taken such actions and to
execute such documents, including without limitation the filing of all necessary
UCC-1 financing statements in the State of Virginia (which shall have been
submitted for filing as of the Closing Date and each Subsequent Transfer Date,
as applicable), any continuation statements with respect thereto and any
amendments thereto required to reflect a change in the name or corporate
structure of the Seller or the filing of any additional UCC-1 financing
statements due to the change in the state of incorporation of the Seller, as are
necessary to perfect and protect the interests of the Trust and its assignees in
each Closing Date Mortgage Loan and the proceeds thereof and the interests of
the Trust and its assignees in each Subsequent Mortgage Loan and the proceeds
thereof.

          Section 2.02 Acceptance of Mortgage Loans by Custodian, on behalf of
the Trustee.

          (a) The Custodian, on behalf of the Trustee, acknowledges receipt of,
subject to the review described below and any exceptions it notes pursuant to
the procedures described below, the documents (or certified copies thereof)
referred to in Section 2.01 hereof and declares that it holds and will continue
to hold those documents and any amendments, replacements or supplements thereto
and all other assets of the Trust Fund in trust for the use and benefit of all
present and future Certificateholders. No later than 45 days after the Closing
Date and each Subsequent Transfer Date (or, with respect to any Eligible
Substitute Mortgage Loan, within 5 Business Days after the receipt by the
Custodian, on behalf of the Trustee, thereof and, with respect to any documents
received beyond 45 days after the Closing Date, promptly thereafter), the
Custodian, on behalf of the Trustee, agrees, for the benefit of the
Certificateholders, to review each Mortgage File delivered to it and to execute
and deliver, or cause to be executed and delivered, to the Seller an initial
certification in the form annexed hereto as Exhibit F-1. In conducting such
review, the Custodian, on behalf of the Trustee, will ascertain whether all
required documents described in Section 2.01 hereof have been executed and
received and whether those documents relate, determined on the basis of the
Mortgagor name, original

                                       5

<PAGE>

principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Agreement, as supplemented (provided, however,
that with respect to those documents described in subclause (vii) of such
section, the Custodian's obligations shall extend only to documents actually
delivered pursuant to such subclause). In performing any such review, the
Custodian, on behalf of the Trustee, may conclusively rely on the purported due
execution and genuineness of any such document and on the purported genuineness
of any signature thereon. If the Custodian, on behalf of the Trustee, finds that
any document constituting part of the Mortgage File not to have been executed or
received, or to be unrelated to the Mortgage Loans identified in Exhibit B or
Attachment B to Exhibit 2 of the Purchase Agreement or to appear to be defective
on its face, the Custodian, on behalf of the Trustee, shall promptly notify the
Seller of such finding and the Seller's obligation to cure such defect or
repurchase or substitute for the related Mortgage Loan.

          (b) No later than 180 days after the Closing Date, the Custodian, on
behalf of the Trustee, will review, for the benefit of the Certificateholders,
the Mortgage Files and will execute and deliver or cause to be executed and
delivered to the Seller, a final certification in the form annexed hereto as
Exhibit F-2. In conducting such review, the Custodian, on behalf of the Trustee,
will ascertain whether an original of each document described in subclauses
(ii)-(iv) of Section 2.01 hereof required to be recorded has been returned from
the recording office with evidence of recording thereon or a certified copy has
been obtained from the recording office. If the Custodian, on behalf of the
Trustee, finds any document constituting part of the Mortgage File has not been
received, or to be unrelated, determined on the basis of the Mortgagor name,
original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B or Attachment B to Exhibit 2 of the Purchase Agreement or to appear
defective on its face, the Custodian, on behalf of the Trustee, shall promptly
notify the Seller and the Trustee of such finding and the Seller's obligation to
cure such defect or repurchase or substitute for the related Mortgage Loan.

          (c) Upon deposit of the Repurchase Price in the Collection Account and
notification of the Trustee, by a certification signed by a Servicing Officer
(which certification shall include a statement to the effect that the Repurchase
Price has been deposited in the Collection Account), the Trustee shall cause the
Custodian to release to the Seller the related Mortgage File and shall cause to
be executed and delivered all instruments of transfer or assignment, without
recourse, furnished to it by the Seller as are necessary to vest in the Seller
title to and rights under the related Mortgage Loan. Such purchase shall be
deemed to have occurred on the date on which certification of the deposit of the
Repurchase Price in the Distribution Account was received by the Trustee. The
Custodian, on behalf of the Trustee, shall amend the applicable Mortgage Loan
Schedule to reflect such repurchase and shall promptly notify the Servicer, and
the Rating Agencies of such amendment.

          Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Seller.

          (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Purchase Agreement in respect of any Mortgage Loan which materially adversely
affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Custodian shall promptly notify the Seller and the

                                       6

<PAGE>

Servicer of such defect, missing document or breach and request that the Seller
deliver such missing document or cure such defect or breach no later than 90
days from the date of the discovery or receipt of written notice of such missing
document, defect or breach, and if the Seller does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Custodian shall notify the Trustee and the Trustee shall enforce the
Seller's obligation under the Purchase Agreement and cause the Seller to
repurchase such Mortgage Loan from the Trust Fund at the Repurchase Price on or
prior to the Determination Date following the expiration of such 90 day period.

          (b) The Repurchase Price for the repurchased Mortgage Loan shall be
deposited in the Collection Account, and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall cause the Custodian to
release to the Seller the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto and the Trustee and the
Custodian shall have no further responsibility with regard to such Mortgage File
(it being understood that the Custodian shall have no responsibility for
determining the sufficiency of such assignment for its intended purpose). In
lieu of repurchasing any such Mortgage Loan as provided above, the Seller may
cause such Mortgage Loan to be removed from the Trust Fund (in which case it
shall become a Deleted Mortgage Loan) and substitute one or more Eligible
Substitute Mortgage Loans in the manner and subject to the limitations set forth
in Section 2.03(d). It is understood and agreed that the obligation of the
Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to
which a document is missing, a material defect in a constituent document exists
or as to which such a breach has occurred and is continuing shall constitute the
sole remedy against the Seller respecting such omission, defect or breach
available to the Trustee on behalf of the Certificateholders.

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

          (d) Any substitution of Eligible Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the
last Business Day that is within two years after the Closing Date. As to any
Deleted Mortgage Loan for which the Seller substitutes an Eligible Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Custodian, for such Eligible Substitute Mortgage Loan or
Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such
other documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers' Certificate providing that
each such Eligible Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Adjustment Amount (as described below), if any, in
connection with such substitution. The Custodian shall acknowledge receipt for
such Eligible Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, shall review such documents as specified in Section 2.02 and deliver
to the Servicer, with respect to such Eligible Substitute Mortgage Loan or
Loans, a certification substantially in the form attached hereto as Exhibit F-1,
with any applicable exceptions noted thereon. Within

                                       7

<PAGE>

one year of the date of substitution, the Custodian shall deliver to the
Servicer a certification substantially in the form of Exhibit F-2 hereto with
respect to such Eligible Substitute Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments due with respect to Eligible
Substitute Mortgage Loans in the month of substitution are not part of the Trust
Fund and will be retained by the Seller. For the month of substitution,
distributions to Certificateholders will reflect the collections and recoveries
in respect of such Deleted Mortgage Loan in the Due Period preceding the month
of substitution and the Seller shall thereafter be entitled to retain all
amounts subsequently received in respect of such Deleted Mortgage Loan. The
Seller shall give or cause to be given written notice to the Certificateholders
that such substitution has taken place, shall amend the Mortgage Loan Schedule
to reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans
and shall deliver a copy of such amended Mortgage Loan Schedule to the
Custodian. Upon such substitution by the Seller, such Eligible Substitute
Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be
subject in all respects to the terms of this Agreement and the Purchase
Agreement, including all applicable representations and warranties thereof
included in the Purchase Agreement as of the date of substitution.

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

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

          (e) Upon discovery by the Seller, the Servicer, the Custodian or the
Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall within two Business Days give written notice thereof to the other parties.
In connection therewith, the Seller or the Company, as the case may be, shall
repurchase or, subject to the limitations set forth in Section 2.03(d),
substitute one or more Eligible Substitute Mortgage Loans for the affected
Mortgage

                                       8

<PAGE>

Loan within 90 days of the earlier of discovery or receipt of such notice with
respect to such affected Mortgage Loan. Such repurchase or substitution shall be
made by the Seller. Any such repurchase or substitution shall be made in the
same manner as set forth in Section 2.03(a). The Custodian, on behalf of the
Trustee, shall reconvey to the Seller, the Mortgage Loan to be released pursuant
hereto in the same manner, and on the same terms and conditions, as it would a
Mortgage Loan repurchased for breach of a representation or warranty.

          Section 2.04 Acknowledgement of Trustee.

          The Trustee acknowledges that in the event that any of (i) the
transfer of the Closing Date Mortgage Loans and the MI Policies from the Seller
to the Company, or from the Company to the Trustee on behalf of the
Certificateholders, is determined to constitute a financing, or (ii) the
transfer of the Subsequent Mortgage Loans from the Seller to the Company or from
the Company to the Trustee on behalf of the Certificateholders, is determined to
constitute a financing, then in each case the Custodian, on behalf of the
Trustee, and the Trustee hold the Closing Date Mortgage Loans, the MI Policies
and the Subsequent Mortgage Loans as the designee and bailee of the Company
subject, however, in each case, to a prior lien in favor of the
Certificateholders pursuant to the terms of this Agreement.

          Section 2.05 Representations, Warranties and Covenants of the
Servicer.

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

               (i) The Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Virginia and
     has the corporate power to own its assets and to transact the business in
     which it is currently engaged. The Servicer is duly qualified to do
     business as a foreign corporation and is in good standing in each
     jurisdiction in which the character of the business transacted by it or
     properties owned or leased by it requires such qualification and in which
     the failure to so qualify would have a material adverse effect on the
     business, properties, assets, or condition (financial or other) of the
     Servicer or the validity or enforceability of the Mortgage Loans;

               (ii) The Servicer has the corporate power and authority to make,
     execute, deliver and perform this Agreement and all of the transactions
     contemplated under this Agreement, and has taken all necessary corporate
     action to authorize the execution, delivery and performance of this
     Agreement. When executed and delivered, this Agreement will constitute the
     legal, valid and binding obligation of the Servicer enforceable in
     accordance with its terms, except as enforcement of such terms may be
     limited by bankruptcy, insolvency or similar laws affecting the enforcement
     of creditors' rights generally and by the availability of equitable
     remedies;

               (iii) The Servicer is not required to obtain the consent of any
     other Person or any consent, license, approval or authorization from, or
     registration or declaration with, any governmental authority, bureau or
     agency in connection with the execution, delivery, performance, validity or
     enforceability of this Agreement, except for

                                       9

<PAGE>

     such consent, license, approval or authorization, or registration or
     declaration, as shall have been obtained or filed, as the case may be;

               (iv) The execution and delivery of this Agreement and the
     performance of the transactions contemplated hereby by the Servicer will
     not violate any provision of any existing law or regulation or any order or
     decree of any court applicable to the Servicer or any provision of the
     certificate of incorporation or bylaws of the Servicer, or constitute a
     material breach of any mortgage, indenture, contract or other agreement to
     which the Servicer is a party or by which the Servicer may be bound;

               (v) No litigation or administrative proceeding of or before any
     court, tribunal or governmental body is currently pending, or to the
     knowledge of the Servicer threatened, against the Servicer or any of its
     properties or with respect to this Agreement or the Certificates which, to
     the knowledge of the Servicer, has a reasonable likelihood of resulting in
     a material adverse effect on the transactions contemplated by this
     Agreement;

               (vi) The Servicer is a member of MERS in good standing, and will
     comply in all material respects with the rules and procedures of MERS in
     connection with the servicing of the Mortgage Loans that are registered
     with MERS; and

               (vii) With respect to the Group I Mortgage Loans, the Servicer
     will accurately and fully report its borrower credit files to the three
     largest credit repositories in a timely manner.

          The foregoing representations and warranties shall survive any
termination of the Servicer hereunder.

          Section 2.06 Representations and Warranties of the Company.

          The Company represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders as follows:

          (a) The Company is duly organized and validly existing as a
corporation in good standing under the laws of the State of Delaware, with power
and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.

          (b) The Company is duly qualified to do business as a foreign
corporation in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of its property
or the conduct of its business shall require such qualifications and in which
the failure to so qualify would have a material adverse effect on the business,
properties, assets or condition (financial or other) of the Company and the
ability of the Company to perform hereunder.

          (c) The Company has the power and authority to execute and deliver
this Agreement and to carry out its terms; the Company has full power and
authority to purchase the property to be purchased from the Seller and the
Company has duly authorized such purchase by all necessary corporate action; and
the execution, delivery and performance of this Agreement

                                       10

<PAGE>

have been duly authorized by the Company by all necessary corporate action. When
executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Company enforceable in accordance with its terms,
except as enforcement of such terms may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.

          (d) The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under, the articles of incorporation
or bylaws of the Company, or any indenture, agreement or other instrument to
which the Company is a party or by which it is bound; nor result in the creation
or imposition of any Lien upon any of its properties pursuant to the terms of
any such indenture, agreement or other instrument (other than pursuant to the
Basic Documents); nor violate any law or, to the best of the Company's
knowledge, any order, rule or regulation applicable to the Company of any court
or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Company or its
properties.

          Section 2.07 Issuance of Certificates.

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

          Section 2.08 Conveyance of the Subsequent Mortgage Loans.

          The Trustee, or the Custodian on behalf of the Trustee, shall purchase
the Subsequent Mortgage Loans as set forth in Section 2.02 of the Purchase
Agreement. The Seller shall deliver a Mortgage File (as described in Section
2.01) with respect to such Subsequent Mortgage Loans.

          Section 2.09 Designation Under REMIC Provisions.

          (a) The Trustee shall elect that each of REMIC I, REMIC II, REMIC III,
REMIC IV and the Master REMIC be treated as a REMIC under Section 860D of the
Code. Any inconsistencies or ambiguities in this Agreement or in the
administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections.

          (b) The designation of REMIC interests shall be as follows:

               (i) REMIC I will consist of all of the assets of the Trust,
     including the Mortgage Loans, the Accounts (other than the Pre-Funding
     Account and the Supplemental Interest Trusts), any REO Property and any
     proceeds of the foregoing.

                                       11

<PAGE>

     REMIC I will be evidenced by the "REMIC I Regular Interests" as set forth
     in (c) below, which will be uncertificated and will represent the "regular
     interests" in REMIC I. The Class R-I Interest will represent the sole class
     of residual interest in REMIC I;

               (ii) REMIC II will consist of the REMIC I Regular Interests and
     will be evidenced by the "REMIC II Regular Interests" as set forth in (d)
     below, which will be uncertificated and will represent the "regular
     interests" in REMIC II. The Class R-II Interest will represent the sole
     class of residual interest in REMIC II;

               (iii) REMIC III will consist of the REMIC II Regular Interests
     and will be evidenced by the "REMIC III Regular Interests" as set forth in
     (e) below, which will be uncertificated and will represent the "regular
     interests" in REMIC III. The Class R-III Interest will represent the sole
     class of residual interest in REMIC III;

               (iv) REMIC IV will consist of the REMIC III Regular Interests and
     will be evidenced by the "REMIC IV Regular Interests" as set forth in (f)
     below, which will be uncertificated and will represent the "regular
     interests" in REMIC IV. The Class R-IV Interest will represent the sole
     class of residual interest in REMIC IV; and

               (v) The Master REMIC will consist of the REMIC IV Regular
     Interests as set forth in (g) below and will be evidenced by (i) the
     following Certificates, in each case, other than its respective Cap
     Contract Rights: the Class A-1, the Class A-2A, the Class A-2B, the Class
     A-2C, the Class A-3, the Class M-1, the Class M-2, the Class M-3, the Class
     B-1, the Class B-2 and (ii) the following Certificates: the Class X, the
     Class I, the Class O and the Class P Certificates which, in the case of
     each Class referenced in (i) and (ii), will represent one or more "regular
     interests" in the Master REMIC. The Class R-V Interest will represent the
     sole class of residual interest in the Master REMIC.

               (vi) The Class R Certificates will represent the beneficial
     ownership of the Class R-I, Class R-II, Class R-III, Class R-IV and Class
     R-V Interests. The R Certificates will not have a principal balance and
     will not bear interest.

               (vii) The Trustee will hold the REMIC I Regular Interests, REMIC
     II Regular Interests, REMIC III Regular Interests and REMIC IV Regular
     Interests.

          (c) The REMIC I Regular Interests shall have the following principal
balances and REMIC I Pass-Through Rates as set forth in the table below:

------------------------------------------------------------------------
REMIC I Interest   Initial Principal Balance   REMIC I Pass-Through Rate
------------------------------------------------------------------------
       I-J1              $709,128,468                     (1)
------------------------------------------------------------------------
       I-J2              $ 41,168,016                     (2)
------------------------------------------------------------------------
       I-N                         (3)                    (4)
------------------------------------------------------------------------
      I-PO1              $715,869,286                     (5)
------------------------------------------------------------------------
      I-PO2              $ 33,834,130                     (6)
------------------------------------------------------------------------
       I-P               $        100                     (7)
------------------------------------------------------------------------

                                       12

<PAGE>

(1)  The pass-through rate for the Class I-J1 Interest will be as follows: (i)
     commencing on the first Distribution Date through and including the
     Distribution Date in January 2004, Net WAC, computed solely with respect to
     the Closing Date Mortgage Loans relating to Group I and Group II and (ii)
     for all Distribution Dates thereafter, Net WAC of the Group I and Group II
     Mortgage Loans.

(2)  The pass-through rate for the Class I-J2 Interest will be as follows: (i)
     commencing on the first Distribution Date through and including the
     Distribution Date in January 2004, Net WAC, computed solely with respect to
     the Closing Date Mortgage Loans relating to Group III and (ii) for all
     Distribution Dates thereafter, Net WAC of the Group III Mortgage Loans.

(3)  The Class I-N Interest will have a notional principal balance equal to
     $750,000,000.

(4)  The pass-through rate for the Class I-N Interest for each Distribution Date
     will be as follows: (i) commencing on the first Distribution Date through
     and including the Distribution Date in January 2004, all interest on the
     Subsequent Mortgage Loans for such Distribution Date divided by
     $750,000,000 and (ii) for all Distribution Dates thereafter, 0.00%.

(5)  The pass-through rate for the Class I-PO1 Interest will be as follows: (i)
     commencing on the first Distribution Date through and including the
     Distribution Date in January 2004, 0.00% and (ii) for all Distribution
     Dates thereafter, Net WAC of the Group I and Group II Mortgage Loans.

(6)  The pass-through rate for the Class I-PO2 Interest will be as follows: (i)
     commencing on the first Distribution Date through and including the
     Distribution Date in January 2004, 0.00% and (ii) for all Distribution
     Dates thereafter, Net WAC of the Group III Mortgage Loans.

(7)  The Class I-P Interest shall bear interest at the same rate as the Class
     I-J2 Interest. In addition, the Class I-P Interest is entitled to
     distributions of all Prepayment Charges.

          Commencing on the first Distribution Date through and including the
Distribution Date in January 2004, all Realized Losses, prepayments and payments
of scheduled principal generated with respect to the Closing Date Mortgage Loans
relating to the Group I and Group II shall be allocated to the Class I-J1
Interest. All Realized Losses, prepayments and payments of scheduled principal
generated with respect to the Closing Date Mortgage Loans relating to the Group
III shall be allocated to the Class I-J2 Interest; provided, however, that on
the Class P Principal Distribution Date, $100 shall be paid to the Class I-P
Interest. All Realized Losses, prepayments and payments of scheduled principal
generated with respect to the Subsequent Mortgage Loans relating to Group I and
Group II and any related amounts transferred from the Pre-Funding Account to
REMIC I shall be allocated to the Class I-PO1 Interest. All Realized Losses,
prepayments and payments of scheduled principal generated with respect to the
Subsequent Mortgage Loans relating to Group III and any related amounts
transferred from the Pre-Funding Account to REMIC I shall be allocated to the
Class I-PO2 Interest.

          On each Distribution Date occurring after the Distribution Date in
January 2004, all Realized Losses, prepayments and payments of scheduled
principal generated with respect to the Group I and Group II Mortgage Loans
shall be allocated pro rata, to the Class I-J1 and I-PO1 Interests, until such
classes are paid in full or eliminated by such losses. All Realized Losses,

                                       13

<PAGE>

prepayments and payments of scheduled principal generated with respect to the
Group III Mortgage Loans shall be allocated pro rata, to the Class I-J2 and
I-PO2 Interests, until such classes are paid in full or eliminated by such
losses; provided, however, that on the Class P Principal Distribution Date, $100
shall be paid to the Class I-P Interest.

          (d) The REMIC II Regular Interests shall have the following principal
balances and REMIC II Pass-Through Rates set forth in the table below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
REMIC II Interests (1)   Initial Principal Balances   REMIC II Pass-Through Rates
---------------------------------------------------------------------------------
<S>                             <C>                               <C>
 II-A1 through II-A34                     (2)                      (3)
---------------------------------------------------------------------------------
 II-B1 through II-B34                     (2)                      (3)
---------------------------------------------------------------------------------
 II-C1 through II-C34                     (4)                      (3)
---------------------------------------------------------------------------------
 II-D1 through II-D34                     (4)                      (3)
---------------------------------------------------------------------------------
 II-E1 through II-E34                     (5)                      (6)
---------------------------------------------------------------------------------
 II-F1 through II-F34                     (5)                      (6)
---------------------------------------------------------------------------------
 II-G1 through II-G34                     (7)                      (6)
---------------------------------------------------------------------------------
 II-H1 through II-H34                     (7)                      (6)
---------------------------------------------------------------------------------
         II-J1                  $712,498,878                       (3)
---------------------------------------------------------------------------------
         II-J2                  $ 34,266,864                       (6)
---------------------------------------------------------------------------------
         II-K1                  $142,499,775                       (3)
---------------------------------------------------------------------------------
         II-K2                  $  7,500,225                       (8)
---------------------------------------------------------------------------------
         II-L1                  $ 94,999,850                       (3)
---------------------------------------------------------------------------------
         II-L2                  $  5,000,150                       (8)
---------------------------------------------------------------------------------
         II-M1                  $ 94,999,850                       (3)
---------------------------------------------------------------------------------
         II-M2                  $  5,000,150                       (8)
---------------------------------------------------------------------------------
         II-N                             (9)                     (10)
---------------------------------------------------------------------------------
         II-P                   $        100                      (11)
---------------------------------------------------------------------------------
</TABLE>

(1)  The first 8 rows of each encompass 34 regular interests in REMIC II.

(2)  The Class II-A1 through Class II-A34 Interests and the Class II-B1 through
     Class II-B34 Interests will have an initial principal balance equal to the
     product of (i) $125,000,000 and (ii) the applicable percentage shown on the
     Group I/Group II Schedule corresponding to the number following the letter
     A or B as applicable.

(3)  The pass-through rate for these REMIC II Regular Interests will be the
     weighted average of the pass-through rates on Class I-J1 and Class I-PO1
     Interests.

(4)  The Class II-C1 through Class II-C34 Interests and the Class II-D1 through
     Class II-D34 Interests will have an initial principal balance equal to the
     product of (i) $75,000,000 and (ii) the applicable percentage shown on the
     Group I/Group II Schedule corresponding to the number following the letter
     C or D as applicable.

(5)  The Class II-E1 through Class II-E34 Interests and the Class II-F1 through
     Class II-F34 Interests will have an initial principal balance equal to the
     product of (i) $125,000,000 and (ii) the applicable percentage shown on the
     Group III Schedule corresponding to the number following the letter E or F
     as applicable.

                                       14

<PAGE>

(6)  The pass-through rate for these REMIC II Regular Interests will be the
     weighted average of the pass-through rates on Class I-J2 and Class I-PO2
     Interests.

(7)  The Class II-G1 through Class II-G34 Interests and the Class II-H1 through
     Class II-H34 Interests will have an initial principal balance equal to the
     product of (i) $75,000,000 and (ii) the applicable percentage shown on the
     Group III Schedule corresponding to the number following the letter G or H
     as applicable.

(8)  The pass-through rate for these REMIC II Regular Interests will be the
     weighted average of the pass-through rates on Class I-J2 and Class I-PO2
     Interests. Interest on these REMIC II Regular Interests will accrue as
     principal to the extent needed to increase the principal balance for each
     of these classes to an amount equal to the product (i) $100,000,000
     ($150,000,000 with respect to the Class II-K2 Interest) and (ii) the Group
     III Class I Percentage for the applicable Distribution Date. For each
     Distribution Date following the Distribution Dates in June 2005, July 2005
     and July 2006, respectively, all interest will be paid currently to the
     Class II-K2 Interest, Class II-L2 Interest and Class II-L3 Interest,
     respectively.

(9)  The Class II-N Interest will have a notional principal balance equal to the
     notional principal balance of the Class I-N Interest.

(10) The Class II-N Interest is entitled to all distributions on the Class I-N
     Interest.

(11) The Class II-P Interest is entitled to all distributions on the Class I-P
     Interest.

          On each Distribution Date, all Realized Losses, prepayments and
payments of scheduled principal generated with respect to the Group I and Group
II Mortgage Loans shall be allocated in the following order: (i) first, to the
Class II-K1, Class II-L1 and Class II-M1 Interests, pro rata, until the
principal balance of such classes are reduced to the product of (a) $100,000,000
($150,000,000 with respect to the Class II-K1 Interest) and (b) the Group
I/Group II Class I Percentage for the applicable Distribution Date (ii) second,
to the Class II-J1 Interest, the Class II-K1 Interest (but only for the
Distribution Dates following the Distribution Date in June 2005) the Class II-L1
(but only for the Distribution Dates following the Distribution Date in June
2006) and the Class II-M1 (but only for the Distribution Dates following the
Distribution Date in July 2006), pro rata, until such classes are paid in full
or eliminated by such losses; (iii) third, to the Class II-A1 through Class
II-A34 Interests, sequentially, until such classes are paid in full or
eliminated by such losses; (iv) fourth, to the Class II-B1 through Class II-B34
Interests, sequentially, until such classes are paid in full or eliminated by
such losses; (v) fifth, to the Class II-C1 through Class II-C34 Interests,
sequentially, until such classes are paid in full or eliminated by such losses;
(vi) sixth, to the Class II-D1 through Class II-D34 Interests, sequentially,
until such classes are paid in full or eliminated by such losses; (vii) seventh,
to the Class II-K1 Interest until such Class is paid in full or eliminated by
such losses; (viii) eighth, to the Class II-L1 Interest until such Class is paid
in full or eliminated by such losses and (ix) ninth, to the Class II-M1 Interest
until such Class is paid in full or eliminated by such losses.

          On each Distribution Date, all Realized Losses, prepayments and
payments of scheduled principal generated with respect to the Group III Mortgage
Loans shall be allocated in

                                       15

<PAGE>

the following order: (i) first, to the Class II-J2 Interest, the Class II-K2
Interest (but only for the Distribution Dates following the Distribution Date in
June 2005) the Class II-L2 (but only for the Distribution Dates following the
Distribution Date in June 2006) and the Class II-M2 (but only for the
Distribution Dates following the Distribution Date in July 2006), pro rata,
until such classes are paid in full or eliminated by such losses; (ii) second,
to the Class II-E1 through Class II-E34 Interests, sequentially, until such
classes are paid in full or eliminated by such losses; (iii) third, to the Class
II-F1 through Class II-F34 Interests, sequentially, until such classes are paid
in full or eliminated by such losses; (iv) fourth, to the Class II-G1 through
Class II-G34 Interests, sequentially, until such classes are paid in full or
eliminated by such losses; (v) fifth, to the Class II-H1 through Class II-H34
Interests, sequentially, until such classes are paid in full or eliminated by
such losses; (vi) sixth, to the Class II-K1 Interest until such Class is paid in
full or eliminated by such losses; (vii) seventh, to the Class II-L1 Interest
until such Class is paid in full or eliminated by such losses and (viii) eighth,
to the Class II-M1 Interest until such Class is paid in full or eliminated by
such losses; provided, however, that on the Class P Principal Distribution Date,
$100 shall be paid to the Class II-P Interest.

          (e) The REMIC III Regular Interests shall have the following principal
balances and REMIC III Pass-Through Rates set forth in the table below:

------------------------------------------------------------------------------
                           Corresponding REMIC II    Initial
                             Regular Interest       Principal   REMIC II Pass-
 REMIC III Interests(1)       (respectively)         Balances    Through Rates
------------------------------------------------------------------------------
III-A1a through III-A34a    II-A1 through II-A34        (2)             (3)
------------------------------------------------------------------------------
III-A1b through III-A34b    II-A1 through II-A34        (4)             (5)
------------------------------------------------------------------------------
III-A1c through III-A34c    II-A1 through II-A34        (6)             (7)
------------------------------------------------------------------------------
III-B1a through III-B34a    II-B1 through II-B34        (2)             (3)
------------------------------------------------------------------------------
III-B1b through III-B34b    II-B1 through II-B34        (4)             (5)
------------------------------------------------------------------------------
III-B1c through III-B34c    II-B1 through II-B34        (6)             (7)
------------------------------------------------------------------------------
III-C1a through III-C34a    II-C1 through II-C34        (2)             (3)
------------------------------------------------------------------------------
III-C1b through III-C34b    II-C1 through II-C34        (4)             (5)
------------------------------------------------------------------------------
III-C1c through III-C34c    II-C1 through II-C34        (6)             (7)
------------------------------------------------------------------------------
III-D1a through III-D34a    II-D1 through II-D34        (2)             (3)
------------------------------------------------------------------------------
III-D1b through III-D34b    II-D1 through II-D34        (4)             (5)
------------------------------------------------------------------------------
III-D1c through III-D34c    II-D1 through II-D34        (6)             (7)
------------------------------------------------------------------------------
III-E1a through III-E34a    II-E1 through II-E34        (2)             (8)
------------------------------------------------------------------------------
III-E1b through III-E34b    II-E1 through II-E34        (4)             (9)
------------------------------------------------------------------------------
III-E1c through III-E34c    II-E1 through II-E34        (6)            (10)
------------------------------------------------------------------------------
III-F1a through III-F34a    II-F1 through II-F34        (2)             (8)
------------------------------------------------------------------------------
III-F1b through III-F34b    II-F1 through II-F34        (4)             (9)
------------------------------------------------------------------------------
III-F1c through III-F34c    II-F1 through II-F34        (6)            (10)
------------------------------------------------------------------------------
III-G1a through III-G34a    II-G1 through II-G34        (2)             (8)
------------------------------------------------------------------------------
III-G1b through III-G34b    II-G1 through II-G34        (4)             (9)
------------------------------------------------------------------------------
III-G1c through III-G34c    II-G1 through II-G34        (6)            (10)
------------------------------------------------------------------------------
III-H1a through III-H34a    II-H1 through II-H34        (2)             (8)
------------------------------------------------------------------------------
III-H1b through III-H34b    II-H1 through II-H34        (4)             (9)
------------------------------------------------------------------------------
III-H1c through III-H34c    II-H1 through II-H34        (6)            (10)
------------------------------------------------------------------------------

                                       16

<PAGE>

------------------------------------------------------------------------------
                           Corresponding REMIC II    Initial
                             Regular Interest       Principal   REMIC II Pass-
 REMIC III Interests(1)       (respectively)         Balances    Through Rates
------------------------------------------------------------------------------
         III-J1                     II-J1              (11)            (13)
------------------------------------------------------------------------------
         III-J2                     II-J2              (11)            (14)
------------------------------------------------------------------------------
         III-K1                     II-K1              (11)            (13)
------------------------------------------------------------------------------
         III-K2                     II-K2              (11)        (14)(15)
------------------------------------------------------------------------------
         III-L1                     II-L1              (11)            (13)
------------------------------------------------------------------------------
         III-L2                     II-L2              (11)        (14)(15)
------------------------------------------------------------------------------
         III-M1                     II-M1              (12)            (13)
------------------------------------------------------------------------------
         III-M2                     II-M2              (12)        (14)(15)
------------------------------------------------------------------------------
         III-S1                     II-J1              (16)            (13)
------------------------------------------------------------------------------
         III-S2                     II-J2              (17)            (14)
------------------------------------------------------------------------------
         III-N                      II-N               (18)            (19)
------------------------------------------------------------------------------
         III-P                      II-P              $100             (20)
------------------------------------------------------------------------------

(1)  The first 24 rows of each encompass 34 regular interests in REMIC III.

(2)  These REMIC III Regular Interests will have an initial principal balance
     equal to the product of (i) the initial principal balance of the
     Corresponding REMIC II Regular Interest and (ii) two divided by three.

(3)  The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) commencing on the first Distribution Date through and
     including the Corresponding Distribution Date from the Swap Interest Rate
     Schedule, 1.5 multiplied by (Group I/Group II REMIC III Net WAC minus the
     Corresponding Interest Rate from the Swap Interest Rate Schedule); (ii) for
     all Distribution Dates thereafter, Group I/Group II REMIC III Net WAC.

(4)  These REMIC III Regular Interests will have an initial principal balance
     equal to the initial principal balance of the Corresponding REMIC II
     Regular Interest divided by three.

(5)  The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) commencing on the first Distribution Date through and
     including the Corresponding Distribution Date from the Swap Interest Rate
     Schedule, 3 multiplied by 1-month LIBOR, subject to a cap of 3 multiplied
     by the Corresponding Interest Rate from the Swap Interest Rate Schedule
     (ii) for all Distribution Dates thereafter, Group I/Group II REMIC III Net
     WAC.

(6)  These REMIC III Regular Interests will have a notional principal balance
     equal to the principal balance of the Corresponding REMIC II Regular
     Interest.

(7)  The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) commencing on the first Distribution Date through and
     including the Corresponding Distribution Date from the Swap Interest Rate
     Schedule, the Corresponding Interest Rate

                                       17

<PAGE>

     from the Swap Interest Rate Schedule minus 1-Month LIBOR, subject to a
     floor of zero; (ii) for all Distribution Dates thereafter, zero.

(8)  The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) for all Distribution Dates commencing on the Corresponding
     Distribution Date from the Swap Interest Rate Schedule through and
     including the Distribution Date in July 2006, 1.5 multiplied by (Group III
     REMIC III Net WAC minus the Corresponding Interest Rate from the Swap
     Interest Rate Schedule); (ii) for all other Distribution Dates, Group III
     REMIC III Net WAC.

(9)  The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) for all Distribution Dates commencing on the Corresponding
     Distribution Date from the Swap Interest Rate Schedule through and
     including the Distribution Date in July 2006, 3 multiplied by 1-month
     LIBOR, subject to a cap of 3 multiplied by the Corresponding Interest Rate
     from the Swap Interest Rate Schedule (ii) for all other Distribution Dates,
     Group III REMIC III Net WAC.

(10) The pass-through rate for these REMIC III Regular Interests will be as
     follows: (i) for all Distribution Dates commencing on the Corresponding
     Distribution Date from the Swap Interest Rate Schedule through and
     including the Distribution Date in July 2006, the Corresponding Interest
     Rate from the Swap Interest Rate Schedule minus 1-Month LIBOR, subject to a
     floor of zero; (ii) for all Distribution Dates thereafter, zero.

(11) These REMIC III Regular Interests will have an initial principal balance
     equal to the initial principal balance of the Corresponding REMIC II
     Regular Interest.

(12) These REMIC III Regular Interests will have an initial principal balance
     equal to the initial principal balance of the Corresponding REMIC II
     Regular Interest minus .01% of the Group I/Group II Subordinated Amount, in
     the case of the Class III-M1 Interest and .01% of the Group III
     Subordinated Amount, in the case of the Class III-M2 Interest.

(13) The pass-through rate for these REMIC III Regular Interests will be equal
     to the Group I/Group II REMIC III Net WAC.

(14) The pass-through rate for these REMIC III Regular Interests will be equal
     to the Group III REMIC III Net WAC.

(15) Interest on these REMIC III Regular Interests will accrue as principal to
     the extent needed to increase the principal balance for each of these
     classes to an amount equal to the principal balance of the Corresponding
     REMIC II Interest.

(16) The Class III-S1 Interest will have an initial principal balance equal to
     .01% of the Group I/Group II Subordinated Amount.

(17) The Class III-S2 Interest will have an initial principal balance equal to
     .01% of the Group III Subordinated Amount.

                                       18

<PAGE>

(18) The Class III-N Interest will have a notional principal balance equal to
     the notional principal balance of the Class II-N Interest.

(19) The Class III-N Interest is entitled to all distributions on the Class II-N
     Interest.

(20) The Class III-P Interest is entitled to all distributions on the Class II-P
     Interest.

          On each Distribution Date, all Realized Losses, prepayments and
payments of scheduled principal generated with respect to the Group I and Group
II Mortgage Loans shall be allocated in the following order: (i) first, (A) to
the Class III-S1 Interest until the principal balance of such Class is reduced
to .01% of the Group I/Group II Subordinated Amount and (B) if necessary, to the
Class III-S1 Interest until the ratio of the principal balance of the Class
III-S1 Interest to the principal balance of the Class III-S2 Interest equals the
ratio of the Group I/Group II Subordinate Amount to the Group III Subordinated
Amount; (ii) second, to the Class III-K1, Class III-L1 and Class III-M1
Interests until the principal balance of such classes are reduced to the product
of (a) $100,000,000 ($150,000,000 with respect to the Class III-K1 Interest) and
(b) the Group I/Group II Class I Percentage for the applicable Distribution
Date; (iii) third, to the Class III-J1 Interest, the Class III-K1 Interest (but
only for the Distribution Dates following the Distribution Date in June 2005)
the Class III-L1 (but only for the Distribution Dates following the Distribution
Date in June 2006) and the Class III-M1 (but only for the Distribution Dates
following the Distribution Date in July 2006), pro rata, until such classes are
paid in full or eliminated by such losses; (iv) fourth, to the Class III-A1a
through Class III-A34a Interests and Class III-A1b through Class III-A34b
Interests, first, pro rata between the two sets of Interests, and second,
sequentially among the subsets of Interests, until such classes are paid in full
or eliminated by such losses; (v) fifth, to the Class III-B1a through Class
III-B34a Interests and Class III-B1b through Class III-B34b Interests, first,
pro rata between the two sets of Interests, and second, sequentially among the
subsets of Interests, until such classes are paid in full or eliminated by such
losses; (vi) sixth, to the Class III-C1a through Class III-C34a Interests and
Class III-C1b through Class III-C34b Interests, first, pro rata between the two
sets of Interests, and second, sequentially among the subsets of Interests,
until such classes are paid in full or eliminated by such losses; (vii) seventh,
to the Class III-D1a through Class III-D34a Interests and Class III-D1b through
Class III-D34b Interests, first, pro rata between the two sets of Interests, and
second, sequentially among the subsets of Interests, until such classes are paid
in full or eliminated by such losses; (viii) eighth, to the Class III-K1
Interest until such Class is paid in full or eliminated by such losses; (ix)
ninth, to the Class III-L1 Interest until such Class is paid in full or
eliminated by such losses and (x) tenth, to the Class III-M1 Interest until such
Class is paid in full or eliminated by such losses.

          On each Distribution Date, all Realized Losses, prepayments and
payments of scheduled principal generated with respect to the Group III Mortgage
Loans shall be allocated in the following order: (i) first, (A) to the Class
III-S2 Interest until the principal balance of such Class is reduced to .01% of
the Group III Subordinated Amount and (B) if necessary, to the Class III-S2
Interest until the ratio of the principal balance of the Class III-S1 Interest
to the principal balance of the Class III-S2 Interest equals the ratio of the
Group I/Group II Subordinated Amount to the Group III Subordinated Amount; (ii)
second, to the Class III-J2 Interest, the Class III-K2 Interest (but only for
the Distribution Dates following the Distribution Date in June 2005) the Class
III-L2 (but only for the Distribution Dates following the

                                       19

<PAGE>

Distribution Date in June 2006) and the Class III-M2 (but only for the
Distribution Dates following the Distribution Date in July 2006), pro rata,
until such classes are paid in full or eliminated by such losses; (iii) third,
to the Class III-E1a through Class III-E34a Interests and Class III-E1b through
Class III-E34b Interests, first, pro rata between the two sets of Interests, and
second, sequentially among the subsets of Interests, until such classes are paid
in full or eliminated by such losses; (iv) fourth, to the Class III-F1a through
Class III-F34a Interests and Class III-F1b through Class III-F34b Interests,
first, pro rata between the two sets of Interests, and second, sequentially
among the subsets of Interests, until such classes are paid in full or
eliminated by such losses; (v) fifth, to the Class III-G1a through Class
III-G34a Interests and Class III-G1b through Class III-G34b Interests, first,
pro rata between the two sets of Interests, and second, sequentially among the
subsets of Interests, until such classes are paid in full or eliminated by such
losses; (vi) sixth, to the Class III-H1a through Class III-H34a Interests and
Class III-H1b through Class III-H34b Interests, first, pro rata between the two
sets of Interests, and second, sequentially among the subsets of Interests,
until such classes are paid in full or eliminated by such losses; (vii) seventh,
to the Class III-K1 Interest until such Class is paid in full or eliminated by
such losses; (viii) eighth, to the Class III-L1 Interest until such Class is
paid in full or eliminated by such losses and (ix) ninth, to the Class III-M1
Interest until such Class is paid in full or eliminated by such losses;
provided, however, that on the Class P Principal Distribution Date, $100 shall
be paid to the Class III-P Interest.

          (f) The REMIC IV Regular Interests shall have the following principal
balances, REMIC IV Pass-Through Rates and Corresponding Classes of Master REMIC
Certificates, as set forth in the table below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
  REMIC IV    Initial Principal        REMIC IV Pass-     Corresponding Class of
  Interest         Balance             Through Rate     Master REMIC Certificates
---------------------------------------------------------------------------------
<S>           <C>                            <C>                   <C>
IV-Accrual1    50% of the sum of the         (1)                    N/A
               Group I/Group II Pool
                Balance and related
                 Pre-Funded Amount
---------------------------------------------------------------------------------
IV-Accrual2    50% of the sum of the         (2)                    N/A
              Group III Pool Balance
              and related Pre-Funded
                 Amount less $100
---------------------------------------------------------------------------------
   IV-A1            50% of the               (1)                    A-1
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-A2A           50% of the               (1)                   A-2A
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-A2B           50% of the               (1)                   A-2B
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
</TABLE>

                                       20

<PAGE>

<TABLE>
---------------------------------------------------------------------------------
<S>             <C>                          <C>                   <C>
   IV-A2C           50% of the               (1)                   A-2C
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-A3            50% of the               (2)                    A-3
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-M1            50% of the               (3)                    M-1
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-M2            50% of the               (3)                    M-2
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-M3            50% of the               (3)                    M-3
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-B1            50% of the               (3)                    B-1
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
   IV-B2            50% of the               (3)                    B-2
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
    IV-O            50% of the               (3)                      O
                Corresponding Class
                      Balance
---------------------------------------------------------------------------------
    IV-N                    (4)              (5)                    N/A
---------------------------------------------------------------------------------
    IV-P                  $100               (6)                      P
---------------------------------------------------------------------------------
    IV-I                    (7)              (7)                      I
---------------------------------------------------------------------------------
</TABLE>

(1)  The pass-through rate for these REMIC IV Regular Interests will be the
     weighted average of the pass-through rates of the Class III-A1a through
     Class III-A34a, Class III-A1b through Class III-A34b, Class III-B1a through
     Class III-B34a, Class III-B1b through Class III-B34b, Class III-C1a through
     Class III-C34a, Class III-C1b through Class III-C34b, Class III-D1a through
     Class III-D34a, Class III-D1b through Class III-D34b, Class III-J1, Class
     III-K1, Class III-L1, Class III-M1 and Class III-S1 Interests.

(2)  The pass-through rate for these REMIC IV Regular Interests will be the
     weighted average of the pass-through rates of the Class III-E1a through
     Class III-E34a, Class III-E1b through Class III-E34b, Class III-F1a through
     Class III-F34a, Class III-F1b through Class III-F34b, Class III-G1a through
     Class III-G34a, Class III-G1b through Class III-G34b, Class III-H1a through
     Class III-H34a, Class III-H1b through Class III-H34b, Class III-J2, Class
     III-K2, Class III-L2, Class III-M2 and Class III-S2 Interests.

(3)  The pass-through rate for these REMIC IV Regular Interests will be the
     weighted average of the pass-through rates of the Class III-S1 and Class
     III-S2 Interests.

                                       21

<PAGE>

(4)  The Class IV-N Interest will have a notional principal balance equal to the
     notional principal balance of the Class III-N Interest.

(5)  The Class IV-N Interest is entitled to all distributions on the Class III-N
     Interest.

(6)  The Class IV-P Interest is entitled to all distributions on the Class III-P
     Interest.

(7)  The Class IV-I Interest will be an interest only regular interest and will
     be entitled to receive on each Distribution Date the sum of the amounts
     distributable on the Class III-A1c through Class III-A34c, Class III-B1c
     through Class III-B34c, Class III-C1c through Class III-C34c, Class III-D1c
     through Class III-D34c, Class III-E1c through Class III-E34c, Class III-F1c
     through Class III-F34c, Class III-G1c through Class III-G34c, Class III-H1c
     through Class III-H34c Interests on such Distribution Date.

          On each Distribution Date, 50% of the increase in the
Over-collateralization Amount will be payable as a reduction of the principal
balances of the Class IV-A1, Class IV-A2A, Class IV-A2B, Class IV-A2C, Class
IV-M1, Class IV-M2, Class IV-M3, Class IV-B1, Class IV-B2 and Class IV-O
Interests (in the order and relative amount of such reduction to the principal
balance of each class's Corresponding Class of Master REMIC Certificates) and
will be accrued and added to the principal balances of the Class IV-Accrual1 and
Class IV-Accrual2 Interests (in the relative amount that such increase in the
Overcollateralization Amount relates to the Group I/Group II Mortgage Loans and
the Group III Mortgage Loans, respectively). On each Distribution Date, the
increase in the principal balance of the Class IV-Accrual1 and Class IV-Accrual2
Interests may not exceed interest accruals for such Distribution Date for the
respective Class IV-Accrual Interests. In the event that (i) 50% of the increase
in the related Overcollateralization Amount exceeds (ii) interest accruals on
the related Class IV-Accrual Interest for such Distribution Date, the excess for
such Distribution Date (accumulated with all such excesses for all prior
Distribution Dates) will be added to any increase in the Overcollateralization
Amount for purposes of determining the amount of interest accrual on the related
Class IV-Accrual Interest payable as principal on the related Class IV-Accrual
Interest on the next Distribution Date pursuant to the first sentence of this
paragraph.

          All payments of scheduled principal and prepayments of principal with
respect to the Group I and Group II Mortgage Loans shall be allocated 50% to the
Class IV-Accrual1 Interest and 50% to the Class IV-A1, Class IV-A2A, Class
IV-A2B, Class IV-A2C, Class IV-M1, Class IV-M2, Class IV-M3, Class IV-B1, Class
IV-B2 and Class IV-O Interests (to each such Class in an amount equal to 1/2 of
the principal paid in reduction of the principal balance of the Corresponding
Class of Master REMIC Certificates) until paid in full. Notwithstanding the
above, principal payments allocated to the Class X Certificates that result in
the reduction of the Overcollateralization Amount shall be allocated to the
Class IV-Accrual1 Interest until paid in full. Realized Losses shall be applied
so that after all distributions have been made on each Distribution Date the
principal balances of the Class IV-A1, Class IV-A2A, Class IV-A2B, Class IV-A2C,
Class IV-M1, Class IV-M2, Class IV-M3, Class IV-B1 and Class IV-B2 Interests are
each equal to 50% of the principal balance of its Corresponding Class of Master
REMIC Certificates and the Class IV-Accrual1 Interest is equal to 50% of the sum
of the Group I/Group II Pool Balance and the related Pre-Funded Amount.

                                       22

<PAGE>

          All payments of scheduled principal and prepayments of principal with
respect to the Group III Mortgage Loans shall be allocated 50% to the Class
IV-Accrual2 Interest and 50% to the Class IV-A3, Class IV-M1, Class IV-M2, Class
IV-M3, Class IV-B1, Class IV-B2 and Class IV-O Interests (to each such Class in
an amount equal to 1/2 of the principal paid in reduction of the principal
balance of the Corresponding Class of Master REMIC Certificates) until paid in
full. Notwithstanding the above, principal payments allocated to the Class X
Certificates that result in the reduction of the Overcollateralization Amount
shall be allocated to the Class IV-Accrual2 Interest until paid in full.
Realized Losses shall be applied so that after all distributions have been made
on each Distribution Date the principal balances of the Class IV-A3, Class
IV-M1, Class IV-M2, Class IV-M3, Class IV-B1 and Class IV-B2 Interests are each
equal to 50% of the principal balance of its Corresponding Class of Master REMIC
Certificates and the Class IV-Accrual2 Interest is equal to 50% of the sum of
the Group III Pool Balance and the related Pre-Funded Amount.

          (g) The following table sets forth characteristics of the
Certificates, each of which (other than the Class R Certificates and, with
respect to the Class A Certificates, Class M Certificates and Class B
Certificates, other than its Cap Contract Rights) is hereby designated as a
"regular interest" in the Master REMIC:

----------------------------------------------------------------------------
                        Initial Certificate                REMIC
                             Principal                 Pass-Through
Class of Certificates         Balance                      Rate
----------------------------------------------------------------------------
      Class A-1            $1,087,293,000     LIBOR + Certificate Margin (1)
----------------------------------------------------------------------------
     Class A-2A            $   64,018,000     LIBOR + Certificate Margin (1)
----------------------------------------------------------------------------
     Class A-2B            $   43,000,000     LIBOR + Certificate Margin (1)
----------------------------------------------------------------------------
     Class A-2C            $   49,000,000     LIBOR + Certificate Margin (1)
----------------------------------------------------------------------------
      Class A-3            $   65,439,000     LIBOR + Certificate Margin (2)
----------------------------------------------------------------------------
      Class M-1            $   67,500,000     LIBOR + Certificate Margin (3)
----------------------------------------------------------------------------
      Class M-2            $   56,250,000     LIBOR + Certificate Margin (3)
----------------------------------------------------------------------------
      Class M-3            $   15,000,000     LIBOR + Certificate Margin (3)
----------------------------------------------------------------------------
      Class B-1            $   15,000,000     LIBOR + Certificate Margin (3)
----------------------------------------------------------------------------
      Class B-2            $   15,000,000     LIBOR + Certificate Margin (3)
----------------------------------------------------------------------------
    Class X-1 (4)                      (5)                               (5)
----------------------------------------------------------------------------
    Class X-2 (4)                      (6)                               (7)
----------------------------------------------------------------------------
       Class I                         (8)                               (9)
----------------------------------------------------------------------------
       Class O             $   22,499,900                               (10)
----------------------------------------------------------------------------
       Class P             $          100                               (11)
----------------------------------------------------------------------------
       Class R                        (12)                              (12)
----------------------------------------------------------------------------

(1)  Subject to the Group I/Group II REMIC Available Funds Cap.

(2)  Subject to the Group III REMIC Available Funds Cap.

(3)  Subject to the Subordinate REMIC Available Funds Cap.

(4)  The Class X Certificates will represent two regular interests in the Master
     REMIC, the Class X-1 and the Class X-2 Interest.

                                       23

<PAGE>

(5)  The Class X-1 Interest will have a notional principal balance equal to the
     aggregate principal balance of the Mortgage Loans plus any outstanding
     Pre-Funded Amount. The REMIC Pass-Through Rate for the Class X-1 Interest
     will be the excess of: (I) the weighted average of the pass-through rates
     on the REMIC IV Regular Interests (other than the Class IV-I and Class IV-N
     Interests) over (II) the product of: (A) two and (B) the weighted average
     pass-through rate of the REMIC IV Regular Interests (other than the Class
     IV-I and Class IV-N Interests) where the Class IV Accrual Interests are
     subject to a cap equal to zero, and the remaining classes are subject to a
     cap equal to the REMIC Pass-Through Rates on their respective Corresponding
     Classes of Master REMIC Regular Interests.

(6)  The Class X-2 Interest will have a notional principal balance equal to the
     notional principal balance of the Class IV-N Interest.

(7)  The Class X-2 Interest is entitled to all distributions on the Class IV-N
     Interest.

(8)  The Class I Certificates will have a notional principal balance equal to
     the Class IV-I notional principal balance.

(9)  The REMIC Pass-Through Rate for the Class I Certificate shall be 100% of
     the pass-through rate on the Class IV-I Interest.

(10) The Class O Certificate will not be entitled to any distributions of
     interest.

(11) The Class P Certificates are entitled to distributions of all Prepayment
     Charges. Otherwise, the REMIC Pass-Through Rate is zero.

(12) The Class R Certificates will represent the beneficial ownership of the
     R-I, R-II, R-III, R-IV and R-V Interests. On each Distribution Date,
     available funds, if any, remaining in any of the REMICs after payments of
     interest and principal, as designated above, will be distributed to the
     Class R Certificate. It is expected that there shall not be any
     distributions on the Class R Certificate.

          (h) For federal income tax purposes, the "latest possible maturity
date" for each of the REMIC I Regular Interests, REMIC II Regular Interests,
REMIC III Regular Interests, REMIC IV Regular Interests and Master REMIC Regular
Interests is hereby set to be the Distribution Date of December 2033.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

          Section 3.01 Servicer to Assure Servicing.

          (a) The Servicer shall supervise, or take such actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans and
any REO Property in accordance with this Agreement and its normal servicing
practices, which generally shall conform to the standards of an institution
prudently servicing mortgage loans for its own account and shall have full
authority to do anything it reasonably deems appropriate or desirable in
connection with such servicing and administration. The Servicer may perform its
responsibilities

                                       24

<PAGE>

relating to servicing through other agents or independent contractors, but shall
not thereby be released from any of its responsibilities as hereinafter set
forth. Subject to Section 3.06(b), the authority of the Servicer, in its
capacity as Servicer, and any Subservicer acting on its behalf, shall include,
without limitation, the power to (i) consult with and advise any Subservicer
regarding administration of a related Mortgage Loan, (ii) approve any
recommendation by a Subservicer to foreclose on a related Mortgage Loan, (iii)
supervise the filing and collection of insurance claims and take or cause to be
taken such actions on behalf of the insured Person thereunder as shall be
reasonably necessary to prevent the denial of coverage thereunder, and (iv)
effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing a related Mortgage Loan, including the employment of
attorneys, the institution of legal proceedings, the collection of deficiency
judgments, the acceptance of compromise proposals and any other matter
pertaining to a delinquent Mortgage Loan. The authority of the Servicer shall
include, in addition, the power on behalf of the Certificateholders, the
Trustee, or any of them to (i) execute and deliver customary consents or waivers
and other instruments and documents, (ii) consent to transfer of any related
Mortgaged Property and assumptions of the related Mortgage Notes and Mortgages
(in the manner provided in this Agreement) and (iii) collect any Insurance
Proceeds and Liquidation Proceeds. Without limiting the generality of the
foregoing, the Servicer and any Subservicer acting on its behalf may, and is
hereby authorized, and empowered by the Trustee when the Servicer believes it is
reasonably necessary in its best judgment in order to comply with its servicing
duties hereunder, to execute and deliver, on behalf of itself, the
Certificateholders, the Trustee, or any of them, any instruments of
satisfaction, cancellation, partial or full release, discharge and all other
comparable instruments, with respect to the related Mortgage Loans, the
insurance policies and the accounts related thereto, and the Mortgaged
Properties. The Servicer may exercise this power in its own name or in the name
of a Subservicer.

          The Servicer, in such capacity, may not consent to the placing of a
lien senior to that of the Mortgage on the related Mortgaged Property.

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

          (b) Notwithstanding the provisions of Subsection 3.01(a), the Servicer
shall not take any action inconsistent with the interests of the Trustee, or the
Certificateholders or with the rights and interests of the Trustee, or the
Certificateholders under this Agreement.

          (c) The Trustee shall furnish the Servicer with any powers of attorney
and other documents in form as provided to it necessary or appropriate to enable
the Servicer to service and administer the related Mortgage Loans and REO
Property and the Trustee shall not be liable for the actions of the Servicer or
any Subservicers under such powers of attorney.

          (d) The Servicer further is authorized and empowered by the Trustee,
on behalf of the Certificateholders and the Trustee, when the Servicer believes
it is appropriate in its best judgment to register any Mortgage Loan on the MERS
System, or cause the removal from the registration of any Mortgage Loan on the
MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and

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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 expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Servicer with no right
of reimbursement; provided, that if, as a result of MERS discontinuing or
becoming unable to continue operations in connection with the MERS System, it
becomes necessary to remove any Mortgage Loan from registration on the MERS
System and to arrange for the assignment of the related Mortgages to the
Trustee, then any related expenses shall be reimbursable to the Servicer by the
Trust.

          Section 3.02 Subservicing Agreements Between Servicer and
Subservicers.

          (a) The Servicer may enter into Subservicing Agreements with
Subservicers for the servicing and administration of the Mortgage Loans and for
the performance of any and all other activities of the Servicer hereunder. Each
Subservicer shall be either (i) an institution the accounts of which are insured
by the FDIC or (ii) another entity that engages in the business of originating
or servicing mortgage loans comparable to the Mortgage Loans, and in either case
shall be authorized to transact business in the state or states in which the
related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement. Any Subservicing Agreement
entered into by the Servicer shall include the provision that such Agreement may
be immediately terminated (i) (x) with cause and without any termination fee by
the Servicer hereunder and/or (y) without cause, in which case the Servicer
shall be solely responsible for any termination fee or penalty resulting
therefrom and (ii) at the option of the Trustee upon the termination or
resignation of the Servicer hereunder, in which case the Servicer shall be
solely responsible for any termination fee or penalty resulting therefrom. In
addition, each Subservicing Agreement shall provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer and the
Subservicers may enter into Subservicing Agreements and make amendments to the
Subservicing Agreements or enter into different forms of Subservicing Agreements
providing for, among other things, the delegation by the Servicer to a
Subservicer of additional duties regarding the administration of the Mortgage
Loans; provided, however, that any such amendments or different forms shall be
consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Certificateholders holding at
least 51% of the aggregate Voting Rights.

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

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          Section 3.03 Successor Subservicers.

          The Servicer shall be entitled to terminate any Subservicing Agreement
that may exist in accordance with the terms and conditions of such Subservicing
Agreement and without any limitation by virtue of this Agreement; provided,
however, that upon termination, the Servicer shall either act as servicer of the
related Mortgage Loans or enter into an appropriate contract with a successor
Subservicer reasonably acceptable to the Trustee, pursuant to which such
successor Subservicer will be bound by all relevant terms of the related
Subservicing Agreement pertaining to the servicing of such Mortgage Loans.

          Section 3.04 Liability of the Servicer.

          (a) Notwithstanding any Subservicing Agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Servicer shall under all circumstances remain obligated and
primarily liable to the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans and any REO Property in accordance with this
Agreement. The obligations and liability of the Servicer shall not be diminished
by virtue of Subservicing Agreements or by virtue of indemnification of the
Servicer by any Subservicer, or any other Person. The obligations and liability
of the Servicer shall remain of the same nature and under the same terms and
conditions as if the Servicer alone were servicing and administering the related
Mortgage Loans. The Servicer shall, however, be entitled to enter into
indemnification agreements with any Subservicer or other Person and nothing in
this Agreement shall be deemed to limit or modify such indemnification. For the
purposes of this Agreement, the Servicer shall be deemed to have received any
payment on a Mortgage Loan on the date the Subservicer received such payment.

          (b) Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone, and the Custodian, the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer,
except as set forth in Section 3.05.

          Section 3.05 Assumption or Termination of Subservicing Agreements by
the Trustee.

          (a) If the Trustee or its designee as the successor Servicer, shall
assume the servicing obligations of the Servicer in accordance with Section 7.02
below, the Trustee or its designee as the successor Servicer, to the extent
necessary to carry out the provisions of Section 7.02 with respect to the
Mortgage Loans, shall succeed to all of the rights and obligations of the
Servicer under each of the Subservicing Agreements. In such event, the Trustee
or its designee as the successor Servicer shall be deemed to have assumed all of
the Servicer's rights and obligations therein and to have replaced the Servicer
as a party to such Subservicing Agreements to the same extent as if such
Subservicing Agreements had been assigned to the Trustee or its designee as a
successor Servicer, except that the Trustee or its designee as a successor
Servicer shall not be deemed to have assumed any obligations or liabilities of
the Servicer arising prior to

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<PAGE>

such assumption or as a result of the Trustee's or its designee's terminating
any Subservicer upon the Trustee or its designee becoming successor Servicer and
the Servicer shall not thereby be relieved of any liability or obligations under
such Subservicing Agreements arising prior to such assumption or as a result of
the Trustee's or its designee's terminating any Subservicer upon the Trustee or
its designee becoming successor Servicer.

          (b) The Trustee or its designee as the successor Servicer may
terminate any Subservicer upon becoming successor Servicer.

          (c) In the event that the Trustee or its designee as successor
Servicer assumes the servicing obligations of the Servicer under Section 7.02,
upon the request of the Trustee or such designee as successor Servicer, the
Servicer shall at its own expense deliver to the Trustee, or at its written
request to such designee, originals or, if originals are not available,
photocopies of all documents, files and records, electronic or otherwise,
relating to the Subservicing Agreements and the related Mortgage Loans or REO
Property then being serviced and an accounting of amounts collected and held by
it, if any, and will otherwise cooperate and use its reasonable efforts to
effect the orderly and efficient transfer of the Subservicing Agreements, or
responsibilities hereunder to the Trustee, or at its written request to such
designee as successor Servicer.

          Section 3.06 Collection of Mortgage Loan Payments.

          (a) The Servicer will coordinate and monitor remittances by
Subservicers to it with respect to the Mortgage Loans in accordance with this
Agreement.

          (b) The Servicer shall make its best reasonable efforts to collect or
cause to be collected all payments required under the terms and provisions of
the Mortgage Loans and shall follow, and use its best reasonable efforts to
cause Subservicers to follow, collection procedures comparable to the collection
procedures of prudent mortgage lenders servicing mortgage loans for their own
account to the extent such procedures shall be consistent with this Agreement.
Consistent with the foregoing, the Servicer or the related Subservicer may in
its discretion (i) waive or permit to be waived any late payment charge,
prepayment charge, assumption fee, or any penalty interest in connection with
the prepayment of a Mortgage Loan and (ii) suspend or reduce or permit to be
suspended or reduced regular monthly payments for a period of up to six months,
or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation
of delinquencies; provided, however, that the Servicer or the related
Subservicer may permit the foregoing only if it believes, in good faith, that
recoveries of Monthly Payments will be maximized; provided further, however,
with respect to Mortgage Loans insured by an MI Policy, that the Servicer may
not without the prior written consent of the MI Insurer permit any waiver,
modification or variance which would (a) change the loan rate, (b) forgive any
payment of principal or interest, (c) lessen the lien priority or (d) extend the
final maturity date of a Mortgage Loan past 12 months after the original
maturity date on such Mortgage Loan. In the event the Servicer or related
Subservicer shall consent to the deferment of the due dates for payments due on
a Mortgage Note, the Servicer shall nonetheless make an Advance or shall cause
the related Subservicer to make an advance to the same extent as if such
installment were due, owing and delinquent and had not been deferred through
liquidation of the Mortgaged Property; provided, however, that the obligation of
the Servicer or the related Subservicer to

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<PAGE>

make an Advance shall apply only to the extent that the Servicer believes, in
good faith, that such advances are not Nonrecoverable Advances.

          (c) Within five Business Days after the Servicer has determined that
all amounts which it expects to recover from or on account of a Liquidated
Mortgage Loan have been recovered and that no further Liquidation Proceeds will
be received in connection therewith, the Servicer shall provide to the Trustee a
certificate of a Servicing Officer that such Mortgage Loan became a Liquidated
Mortgage Loan as of the date of such determination.

          (d) The Servicer shall establish a segregated account in the name of
the Trustee (the "Collection Account"), which shall be an Eligible Account, in
which the Servicer shall deposit or cause to be deposited any amounts
representing payments on and any collections in respect of the Mortgage Loans
received by it after the Cut-Off Date or, with respect to the Subsequent
Mortgage Loans, the Subsequent Cut-Off Date (other than in respect of the
payments referred to in the following paragraph) within two Business Days
following receipt thereof, including the following payments and collections
received or made by it (without duplication):

               (i) all payments of principal or interest on the Mortgage Loans
     received by the Servicer directly from Mortgagors or from the respective
     Subservicer;

               (ii) the aggregate Repurchase Price of the Mortgage Loans
     purchased by the Servicer pursuant to Section 3.18 or by the Converted Loan
     Purchaser, pursuant to Section 3.20;

               (iii) Net Liquidation Proceeds;

               (iv) all proceeds of any Mortgage Loans repurchased by the Seller
     pursuant to the Purchase Agreement, and all Substitution Adjustment Amounts
     required to be deposited in connection with the substitution of an Eligible
     Substitute Mortgage Loan pursuant to the Purchase Agreement;

               (v) Insurance Proceeds, other than Net Liquidation Proceeds, and
     MI Insurance Proceeds resulting from any insurance policy maintained on a
     Mortgaged Property;

               (vi) any Advance and any Compensating Interest payments; and

               (vii) any other amounts received by the Servicer, including all
     Foreclosure Profits, assumption fees, prepayment penalties and any other
     fees that are required to be deposited in the Collection Account pursuant
     to this Agreement;

     provided, however, that with respect to each Due Period, the Servicer shall
     be permitted to retain from payments in respect of interest on the Mortgage
     Loans, the Servicing Fee for such Due Period. The foregoing requirements
     respecting deposits to the Collection Account are exclusive, it being
     understood that, without limiting the generality of the foregoing, the
     Servicer need not deposit in the Collection Account late payment charges
     payable by Mortgagors, as further described in Section 3.15, or amounts
     received by the Subservicer for the accounts of Mortgagors for application
     towards the payment of taxes, insurance

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<PAGE>

     premiums, assessments and similar items. In the event any amount not
     required to be deposited in the Collection Account is so deposited, the
     Servicer may at any time (prior to being terminated under this Agreement)
     withdraw such amount from the Collection Account, any provision herein to
     the contrary notwithstanding. The Servicer shall keep records that
     accurately reflect the funds on deposit in the Collection Account that have
     been identified by it as being attributable to the Mortgage Loans and shall
     hold all collections in the Collection Account for the benefit of the
     Trustee, and the Certificateholders, as their interests may appear.

          Funds in the Collection Account may be invested in Eligible
Investments with a maturity date no later than the Business Day immediately
preceding the Servicer Remittance Date, but shall not be commingled with the
Servicer's own funds or general assets or with funds respecting payments on
mortgage loans or with any other funds not related to the Certificates. Income
earned on such Eligible Investments shall be for the account of the Servicer.
The Servicer shall be obligated to cover losses on such Eligible Investments.

          (e) The Servicer will require each Subservicer to hold all funds
constituting collections on the Mortgage Loans, pending remittance thereof to
the Servicer, in one or more accounts in the name of the Trustee meeting the
requirements of an Eligible Account, and such funds shall not be invested. The
Subservicer shall segregate and hold all funds collected and received pursuant
to each Mortgage Loan separate and apart from any of its own funds and general
assets and any other funds. Each Subservicer shall make remittances to the
Servicer no later than one Business Day following receipt thereof and the
Servicer shall deposit into the Collection Account any such remittances received
from any Subservicer within one Business Day following receipt by the Servicer.

          Section 3.07 Withdrawals from the Collection Account.

          (a) The Servicer shall, from time to time as provided herein, make
withdrawals from the Collection Account of amounts on deposit therein pursuant
to Section 3.06 that are attributable to the Mortgage Loans for the following
purposes (without duplication):

               (i) to deposit in the Distribution Account, by the Servicer
     Remittance Date prior to each Distribution Date, all collections on the
     Mortgage Loans required to be distributed from the Distribution Account on
     a Distribution Date;

               (ii) to the extent deposited to the Collection Account, to
     reimburse itself or the related Subservicer for previously unreimbursed
     expenses incurred in maintaining individual insurance policies pursuant to
     Section 3.11, or Liquidation Expenses, paid pursuant to Section 3.13, such
     withdrawal right being limited to amounts received on particular Mortgage
     Loans (other than any Repurchase Price in respect thereof) which represent
     late recoveries of the payments for which such advances were made, or from
     related Liquidation Proceeds;

               (iii) to pay to itself out of each payment received on account of
     interest on a Mortgage Loan as contemplated by Section 3.15, an amount
     equal to the related Servicing Fee (to the extent not retained pursuant to
     Section 3.06);

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<PAGE>

               (iv) to pay to itself or the Seller, with respect to any Mortgage
     Loan or property acquired in respect thereof that has been purchased by the
     Seller, the Servicer or other entity, all amounts received thereon and not
     required to be distributed to Certificateholders as of the date on which
     the related Repurchase Price is determined;

               (v) to reimburse the Servicer or any Subservicer for any
     unreimbursed Advance of its own funds or any unreimbursed advance of such
     Subservicer's own funds, the right of the Servicer or a Subservicer to
     reimbursement pursuant to this subclause (v) being limited to amounts
     received on a particular Mortgage Loan (including, for this purpose, the
     Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds)
     which represent late payments or recoveries of the principal of or interest
     on such Mortgage Loan respecting which such Advance or advance was made;

               (vi) to reimburse the Servicer or any Subservicer from Insurance
     Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan for
     amounts expended by the Servicer or such Subservicer pursuant to Section
     3.13 in good faith in connection with the restoration of the related
     Mortgaged Property which was damaged by the uninsured cause or in
     connection with the liquidation of such Mortgage Loan;

               (vii) to reimburse the Servicer or any Subservicer for any
     unreimbursed Nonrecoverable Advance previously made, and otherwise not
     reimbursed pursuant to this Subsection 3.07(a);

               (viii) to withdraw any other amount deposited in the Collection
     Account that was not required to be deposited therein pursuant to Section
     3.06;

               (ix) to reimburse the Servicer for costs associated with the
     environmental report specified in Section 3.13(c);

               (x) to clear and terminate the Collection Account upon a
     termination pursuant to Section 7.08;

               (xi) to pay to the Servicer income earned on Eligible Investments
     in the Collection Account;

               (xii) to pay to the MI Insurer the monthly MI Premiums due under
     each MI Policy from payments received (or Advances made) on account of
     interest due on the related Mortgage Loan; and

               (xiii) to make an Advance with respect to a delinquent Mortgage
     Loan from funds held in the Collection Account as contemplated by Section
     3.24, provided that the amount withdrawn for such an Advance is immediately
     deposited into the Distribution Account.

     Withdrawals made pursuant to clause (xii) shall be made on a first priority
     basis. In connection with withdrawals pursuant to clauses (ii), (iii),
     (iv), (v) and (vi), the Servicer's entitlement thereto is limited to
     collections or other recoveries on the related Mortgage Loan, and the
     Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
     Mortgage

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<PAGE>

     Loan basis, for the purpose of justifying any withdrawal from the
     Collection Account pursuant to such clauses.

          (b) Notwithstanding the provisions of this Section 3.07, the Servicer
may, but is not required to, allow the Subservicers to deduct from amounts
received by them or from the related account maintained by a Subservicer, prior
to deposit in the Collection Account, any portion to which such Subservicers are
entitled as reimbursement of any reimbursable Advances made by such
Subservicers.

          Section 3.08 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

          (a) The Servicer shall establish and maintain or cause the related
Subservicer to establish and maintain, one or more Servicing Accounts. The
Servicer or a Subservicer will deposit and retain therein all collections from
the Mortgagors for the payment of taxes, assessments, insurance premiums, or
comparable items as agent of the Mortgagors.

          (b) The deposits in the Servicing Accounts shall be held in trust by
the Servicer or a Subservicer (and its successors and assigns) in the name of
the Trustee. Such Servicing Accounts shall be Eligible Accounts and, if
permitted by applicable law, invested in Eligible Investments held in trust by
the Servicer or a Subservicer as described above and maturing, or be subject to
redemption or withdrawal, no later than the date on which such funds are
required to be withdrawn, and in no event later than 45 days after the date of
investment; withdrawals of amounts from the Servicing Accounts may be made only
to effect timely payment of taxes, assessments, insurance premiums, or
comparable items, to reimburse the Servicer or a Subservicer for any advances
made with respect to such items, to refund to any Mortgagors any sums as may be
determined to be overages, to pay interest, if required, to Mortgagors on
balances in the Servicing Accounts or to clear and terminate the Servicing
Accounts at or any time after the termination of this Agreement. Amounts
received from Mortgagors for deposit into the Servicing Accounts shall be
deposited in the Servicing Accounts by the Servicer within two days of receipt.
The Servicer shall advance from its own funds amounts needed to pay items
payable from the Servicing Accounts if the Servicer reasonably believes that
such amounts are recoverable from the related Mortgagor. The Servicer shall
comply with all laws relating to the Servicing Accounts, including laws relating
to payment of interest on the Servicing Accounts. If interest earned by the
Servicer on the Servicing Accounts is not sufficient to pay required interest on
the Servicing Accounts, the Servicer shall pay the difference from its own
funds. The Servicing Accounts shall not be the property of the Trust.

          Section 3.09 Access to Certain Documentation and Information Regarding
the Mortgage Loans.

          The Servicer shall provide, and shall cause any Subservicer to
provide, to the Trustee, access to the documentation regarding the related
Mortgage Loans and REO Property and to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC (to which the Custodian and Trustee
shall also provide) access to the documentation regarding the related Mortgage
Loans required by applicable regulations, such access being afforded without
charge but only upon reasonable request and during normal business hours at the
offices of the Servicer or the Subservicers that are designated by these
entities; provided, however, that,

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<PAGE>

unless otherwise required by law, the Servicer and any Subservicer shall not be
required to provide access to such documentation if the provision thereof would
violate the legal right to privacy of any Mortgagor; provided, further, however,
that the Trustee shall coordinate its request for such access so as not to
impose an unreasonable burden on, or cause an unreasonable interruption of, the
business of the Servicer or any Subservicer. The Servicer, the Subservicers, the
Trustee and the Custodian shall allow representatives of the above entities to
photocopy any of the documentation and shall provide equipment for that purpose
at a charge that covers their own actual out-of-pocket costs.

          Section 3.10 [Reserved].

          Section 3.11 Maintenance of Hazard Insurance and Fidelity Coverage.

          (a) The Servicer shall maintain and keep, or cause each Subservicer to
maintain and keep, with respect to each Mortgage Loan and each REO Property, in
full force and effect hazard insurance (fire insurance with extended coverage)
equal to at least the lesser of the Principal Balance of the Mortgage Loan or
the current replacement cost of the Mortgaged Property, and containing a
standard mortgagee clause, provided, however, that the amount of hazard
insurance may not be less than the amount necessary to prevent loss due to the
application of any co-insurance provision of the related policy. Unless
applicable state law requires a higher deductible, the deductible on such hazard
insurance policy may be no more than $1,500 or 1% of the applicable amount of
coverage, whichever is less. In the case of a condominium unit or a unit in a
planned unit development, the required hazard insurance shall take the form of a
multi-peril policy covering the entire condominium project or planned unit
development, in an amount equal to at least 100% of the insurable value based on
replacement cost. If the Servicer shall obtain and maintain a blanket policy
consistent with its general mortgage servicing activities insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to
have satisfied its obligations as set forth in this Section 3.11(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property a policy complying with this Section 3.11(a)
and there shall have been a loss which would have been covered by such policy,
deposit in the Collection Account the amount not otherwise payable under the
blanket policy because of such deductible clause without any right of
reimbursement. Any such deposit by the Servicer shall be made on the last
Business Day of the Due Period in the month in which payments under any such
policy would have been deposited in the Collection Account. In connection with
its activities as servicer of the Mortgage Loans, the Servicer agrees to
present, on behalf of itself, the Trust, and the Trustee, claims under any such
blanket policy.

          (b) Any amounts collected by the Servicer or a Subservicer under any
such hazard insurance policy (other than amounts to be applied to the
restoration or repair of the Mortgaged Property or amounts released to the
Mortgagor in accordance with the Servicer's or a Subservicer's normal servicing
procedures, the Mortgage Note, the Mortgage or applicable law) shall be
deposited in the Collection Account.

          (c) Any cost incurred by a Servicer or a Subservicer in maintaining
any such individual hazard insurance policies shall not be added to the amount
owing under the Mortgage Loan for the purpose of calculating monthly
distributions to Certificateholders, notwithstanding

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<PAGE>

that the terms of the Mortgage Loan so permit. Such costs of maintaining
individual hazard insurance policies shall be recoverable by the Servicer or a
Subservicer out of related late payments by the Mortgagor or out of Insurance
Proceeds or Liquidation Proceeds or by the Servicer from the Repurchase Price,
to the extent permitted by Section 3.07.

          (d) No earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired with respect to a Mortgage
other than pursuant to such applicable laws and regulations as shall at any time
be in force and shall require such additional insurance. When, at the time of
origination of the Mortgage Loan or at any subsequent time, the Mortgaged
Property is located in a federally designated special flood hazard area, the
Servicer shall ensure that, with respect to such Mortgage Loan or such REO
Property, flood insurance is acquired (to the extent available and in accordance
with mortgage servicing industry practice). Such flood insurance shall cover the
Mortgaged Property, including all items taken into account in arriving at the
Appraised Value on which the Mortgage Loan was based, and shall be in an amount
equal to the lesser of (i) the Principal Balance of the related Mortgage Loan
and (ii) the minimum amount required under the terms of coverage to compensate
for any damage or loss on a replacement cost basis, but not more than the
maximum amount of such insurance available for the related Mortgaged Property
under either the regular or emergency programs of the National Flood Insurance
Program (assuming that the area in which such Mortgaged Property is located is
participating in such program). Unless applicable state law requires a higher
deductible, the deductible on such flood insurance may not exceed $1,500 or 1%
of the applicable amount of coverage, whichever is less.

          (e) If insurance has not been maintained complying with Subsections
3.11 (a) and (d) and there shall have been a loss which would have been covered
by such insurance had it been maintained, the Servicer shall pay, or cause the
related Subservicer to pay, for any necessary repairs without any right of
reimbursement.

          (f) The Servicer shall present, or cause the related Subservicer to
present, claims under any related hazard insurance or flood insurance policy.

          (g) The Servicer shall obtain and maintain at its own expense, and
shall cause each Subservicer to obtain and maintain at its own expense, and for
the duration of this Agreement, a blanket fidelity bond and an errors and
omissions insurance policy covering the Servicer's and such Subservicer's
officers, employees and other persons acting on its behalf in connection with
its activities under this Agreement. The amount of coverage shall correspond
with the FNMA/FHMLC levels presently maintained by the Servicer. The Servicer
shall promptly notify the Trustee of any material change in the terms of such
bond or policy. The Servicer shall provide annually to the Trustee a certificate
of insurance that such bond and policy are in effect. If any such bond or policy
ceases to be in effect, the Servicer shall, to the extent possible, give the
Trustee ten days' notice prior to any such cessation and shall use its
reasonable best efforts to obtain a comparable replacement bond or policy, as
the case may be. Any amounts relating to the Mortgage Loans collected under such
bond or policy shall be deposited in the Collection Account.

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          Section 3.12 Due-on-Sale Clauses; Assumption Agreements.

          (a) In any case in which the Servicer is notified by any Mortgagor or
Subservicer that a Mortgaged Property relating to a Mortgage Loan has been or is
about to be conveyed by the Mortgagor, the Servicer shall enforce, or shall
instruct such Subservicer to enforce, any due-on-sale clause contained in the
related Mortgage to the extent permitted under the terms of the related Mortgage
Note and by applicable law. The Servicer or the related Subservicer may
repurchase a Mortgage Loan at the Repurchase Price when the Servicer requires
acceleration of the Mortgage Loan, but only if the Servicer is satisfied, as
evidenced by an Officer's Certificate delivered to the Trustee, that such
Mortgage Loan is in default or default is reasonably foreseeable. If the
Servicer reasonably believes that such due-on-sale clause cannot be enforced
under applicable law or if the Mortgage Loan does not contain a due-on-sale
clause, the Servicer is authorized, and may authorize any Subservicer, to
consent to a conveyance subject to the lien of the Mortgage, and, with the
consent of the MI Insurer, if applicable, to take or enter into an assumption
agreement from or with the Person to whom such property has been or is about to
be conveyed, pursuant to which such Person becomes liable under the related
Mortgage Note and unless prohibited by applicable state law, on condition,
however, that the related Mortgage Loan shall continue to be covered by a hazard
policy. In connection with any such assumption, no material term of the related
Mortgage Note may be changed. The Servicer shall notify the Custodian and
Trustee, whenever possible, before the completion of such assumption agreement,
and shall forward to the Custodian the original copy of such assumption
agreement, which copy shall be added by the Custodian to the related Mortgage
File and which 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.

          (b) Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any conveyance by the Mortgagor of the
related Mortgaged Property or assumption of a Mortgage Loan which the Servicer
reasonably believes it may be restricted by law from preventing, for any reason
whatsoever or if the exercise of such right would impair or threaten to impair
any recovery under any applicable insurance policy.

          Section 3.13 Realization Upon Defaulted Mortgage Loans.

          (a) The Servicer shall, or shall direct the related Subservicer to,
foreclose upon or otherwise comparably convert the ownership of properties
securing any Mortgage Loans that come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.06, except that the Servicer shall not, and shall
not direct the related Subservicer to, foreclose upon or otherwise comparably
convert a Mortgaged Property if there is evidence of toxic waste or other
environmental hazards thereon unless the Servicer follows the procedures in
Subsection (c) below. In connection with such foreclosure or other conversion,
the Servicer in conjunction with the related Subservicer, if any, shall use its
best reasonable efforts to preserve REO Property and to realize upon defaulted
Mortgage Loans in such manner as to maximize the receipt of principal and
interest by the Certificateholders, taking into account, among other things, the
timing of foreclosure and the considerations set forth in Subsection 3.13(b).
The foregoing is subject to the proviso that the

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Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration of any property unless it determines in
good faith (i) that such restoration or foreclosure will increase the proceeds
of liquidation of the Mortgage Loan to Certificateholders after reimbursement to
itself for such expenses and (ii) that such expenses will be recoverable to it
either through Liquidation Proceeds (respecting which it shall have priority for
purposes of reimbursements from the Collection Account pursuant to Section 3.07)
or through Insurance Proceeds (respecting which it shall have similar priority).
The Servicer shall be responsible for all costs and expenses constituting
Liquidation Expenses incurred by it in any such proceedings; provided, however,
that it shall be entitled to reimbursement thereof (as well as its normal
servicing compensation) as set forth in Section 3.07. Any income from or other
funds (net of any income taxes) generated by REO Property shall be deemed for
purposes of this Agreement to be Liquidation Proceeds.

          Any subsequent collections with respect to any Liquidated Mortgage
Loan shall be deposited to the Collection Account. For purposes of determining
the amount of any Liquidation Proceeds or Insurance Proceeds, or other
unscheduled collections, the Servicer may take into account any estimated
additional Liquidation Expenses expected to be incurred in connection with the
related defaulted Mortgage Loan.

          In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee and held by the Custodian, who shall hold the
same on behalf of Trustee and the Trust in accordance with the Agreement.
Notwithstanding any such acquisition of title and cancellation of the related
Mortgage Loan, such Mortgaged Property shall (except as otherwise expressly
provided herein) be considered to be an outstanding Mortgage Loan held as an
asset of the Trust until such time as such property shall be sold.

          (b) The Servicer shall not acquire any real property (or any personal
property incident to such real property) on behalf of the Trust Fund except in
connection with a default or reasonably foreseeable default of a Mortgage Loan.
In the event that the Servicer acquires any real property (or personal property
incident to such real property) on behalf of the Trust Fund in connection with a
default or imminent default of a Mortgage Loan, such property shall be disposed
of by the Servicer on behalf of the Trust Fund as soon as reasonably
practicable, but in no event later than three years after its acquisition on
behalf of the Trust Fund.

          (c) With respect to any Mortgage Loan as to which the Servicer or a
Subservicer has received notice of, or has actual knowledge of, the presence of
any toxic or hazardous substance on the Mortgaged Property, the Servicer shall
promptly notify the Trustee, and shall act in accordance with any such
directions and instructions provided by the Trustee. If the Trustee has not
provided directions and instructions to the Servicer in connection with any such
Mortgage Loan within 5 days of a request by the Servicer for such directions and
instructions, then the Servicer shall take such action as it deems to be in the
best economic interest of the Trust Fund (other than proceeding against the
Mortgaged Property) and is hereby authorized at such time as it deems
appropriate to release such Mortgaged Property from the lien of the related
Mortgage. The parties hereto acknowledge that the Servicer shall not obtain on
behalf of the Trust a deed as a result or in lieu of foreclosure, and shall not
otherwise acquire possession of or title to, or commence any proceedings to
acquire possession of or title to, or take

                                       36

<PAGE>

any other action with respect to, any Mortgaged Property, if the Trust could
reasonably be considered to be a responsible party for any liability arising
from the presence of any toxic or hazardous substance on the Mortgaged Property.

          Section 3.14 Custodian to Cooperate; Release of Mortgage Files.

          (a) Upon payment in full of any Mortgage Loan, the Servicer will
immediately notify the Custodian and the Trustee by a certification signed by a
Servicing Officer (which certification shall include a statement to the effect
that all amounts received in connection with such payment which are required to
be deposited in the Collection Account have been so deposited) and shall request
delivery to the Servicer or Subservicer, as the case may be, of the Mortgage
File. Upon receipt of such certification and request, the Custodian, on behalf
of the Trustee, shall promptly cause to be released the related Mortgage File to
the Servicer or Subservicer and the Trustee shall execute and deliver to the
Servicer, without recourse, the request for reconveyance, deed of reconveyance
or release or satisfaction of mortgage or such instrument releasing the lien of
the Mortgage (furnished by the Servicer), together with the Mortgage Note with
written evidence of cancellation thereon.

          (b) From time to time as is appropriate, for the servicing or
foreclosure of any Mortgage Loan or collection under an insurance policy, the
Servicer may deliver to the Trustee and the Custodian a Request for Release
signed by a Servicing Officer on behalf of the Servicer in substantially the
form attached as Exhibit E hereto. Upon receipt of the Request for Release, the
Custodian, on behalf of the Trustee, shall deliver the Mortgage File or any
document therein to the Servicer or Subservicer, as the case may be, as bailee
for the Trustee.

          (c) The Servicer shall cause each Mortgage File or any document
therein released pursuant to Subsection 3.14(b) to be returned to the Custodian
when the need therefor no longer exists, and in any event within 21 days of the
Servicer's receipt thereof, unless the Mortgage Loan has become a Liquidated
Mortgage Loan and the Liquidation Proceeds relating to the Mortgage Loan have
been deposited in the Collection Account or such Mortgage File is being used to
pursue foreclosure or other legal proceedings. Prior to return of a Mortgage
File or any document to the Custodian, the Servicer, the related insurer or
Subservicer to whom such file or document was delivered shall retain such file
or document in its respective control as bailee for the Custodian, on behalf of
the Trustee, unless the Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law, to
initiate or pursue legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the Servicer has
delivered to the Custodian and the Trustee, a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. If
a Mortgage Loan becomes a Liquidated Mortgage Loan, the Custodian, on behalf of
the Trustee, shall deliver the Request for Release with respect thereto to the
Servicer upon deposit of the related Liquidation Proceeds in the Collection
Account.

          (d) The Trustee shall execute and deliver or cause to be executed and
delivered to the Servicer any court pleadings, requests for trustee's sale or
other documents necessary to (i) the foreclosure or trustee's sale with respect
to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or

                                       37

<PAGE>

Mortgage; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or Mortgage
or otherwise available at law or equity. Together with such documents or
pleadings the Servicer shall deliver to the Trustee a certificate of a Servicing
Officer in which it requests the Trustee to execute or cause to be executed the
pleadings or documents. The certificate shall certify and explain the reasons
for which the pleadings or documents are required. It shall further certify that
the Trustee's execution and delivery of the pleadings or documents will not
invalidate any insurance coverage under the insurance policies or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

          Section 3.15 Servicing Compensation.

          (a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee from full payments of accrued interest
on each Mortgage Loan. The Servicer shall be solely responsible for paying any
and all fees with respect to a Subservicer, and the Trustee and the Trust Fund
shall not bear any fees, expenses or other costs directly associated with any
Subservicer.

          (b) The Servicer may retain additional servicing compensation in the
form of late payment charges, to the extent such charges are collected from the
related Mortgagors and investment earnings on the Collection Account. The
Servicer shall be required to pay all expenses it incurs in connection with
servicing activities under this Agreement and shall not be entitled in
connection with servicing activities under this Agreement to reimbursement
except as provided in this Agreement. Expenses to be paid by the Servicer
without reimbursement under this Subsection 3.15(b) shall include payment of the
expenses of the accountants retained pursuant to Section 3.17.

          Section 3.16 Annual Statements of Compliance.

          Within 90 days after December 31 of each year, the Servicer at its own
expense shall deliver to the Trustee and the Rating Agencies, an Officer's
Certificate stating, as to the signer thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of performance
under this Agreement has been made under such officer's supervision, (ii) to the
best of such officer's knowledge, based on such review, the Servicer has
fulfilled its obligations under this Agreement in all material respects for such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof including the steps being taken by the Servicer to remedy such default;
(iii) a review of the activities of each Subservicer during the Subservicer's
most recently ended calendar year and its performance under its Subservicing
Agreement has been made under such officer's supervision; and (iv) to the best
of the Servicing Officer's knowledge, based on his review and the certification
of an officer of the Subservicer (unless the Servicing Officer has reason to
believe that reliance on such certification is not justified), either each
Subservicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement and its Subservicing Agreement in all material
respects throughout the year, or, if there has been a default in performance or
fulfillment of any such duties, responsibilities or obligations, specifying the
nature and status of each such default known to the Servicing Officer. Copies of
such statements shall be provided by the Servicer to the Certificateholders upon

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<PAGE>

request or by the Trustee at the expense of the Servicer should the Servicer
fail to provide such copies.

          Section 3.17 Annual Independent Public Accountants' Servicing Report.

          (a) Within 90 days after December 31 of each year, the Servicer, at
its expense, shall cause a firm of independent public accountants who are
members of the American Institute of Certified Public Accountants to furnish a
statement to the Servicer, which will be provided to the Trustee, and the Rating
Agencies, to the effect that, in connection with the firm's examination of the
Servicer's financial statements as of the end of such calendar year, nothing
came to their attention that indicated that the Servicer was not in compliance
with Sections 3.06, 3.07 and 3.08 except for (i) such exceptions as such firm
believes to be immaterial and (ii) such other exceptions as are set forth in
such statement.

          (b) Within 90 days after December 31 of each year, the Servicer, at
its expense, shall, and shall cause each Subservicer to cause, a nationally
recognized firm of independent certified public accountants to furnish to the
Servicer or such Subservicer, as the case may be, a report stating that (i) it
has obtained a letter of representation regarding certain matters from the
management of the Servicer or such Subservicer, as the case may be, which
includes an assertion that the Servicer or such Subservicer, as the case may be,
has complied with certain minimum mortgage loan servicing standards identified
in the Uniform Single Attestation Program for Mortgage Bankers established by
the Mortgage Bankers Association of America with respect to the servicing of
first lien conventional single family mortgage loans during the most recently
completed calendar year and (ii) on the basis of an examination conducted by
such firm in accordance with standards established by the American Institute of
Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. Immediately upon receipt of such report, the Servicer shall or
shall cause each Subservicer to furnish a copy of such report to the Trustee and
the Rating Agencies.

          Section 3.18 Optional Purchase of Defaulted Mortgage Loans.

          Subject to the limitations set forth in Section 10.02 hereof, the
Servicer shall have the right, but not the obligation; to purchase any Mortgage
Loan which becomes 90 days or more delinquent at a purchase price equal to the
Repurchase Price (a) within 29 days after the date the Mortgage Loan becomes 90
days delinquent or (b) on the date the Servicer liquidates the related Mortgaged
Property. The procedure for such purchase shall be the same as for a repurchase
made by the Seller under the Purchase Agreement. The Servicer shall purchase the
most delinquent Mortgage Loans before purchasing other less delinquent Mortgage
Loans.

          Section 3.19 Information Required by the Internal Revenue Service
Generally and Reports of Foreclosures and Abandonments of Mortgaged Property.

          The Servicer shall prepare and deliver all federal and state
information reports when and as required by all applicable state and federal
income tax laws. In particular, with respect to the requirement under Section
6050J of the Code to the effect that the Servicer or Subservicer shall make
reports of foreclosures and abandonments of any mortgaged property, the

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Servicer or Subservicer shall file reports relating to each instance occurring
during the previous calendar year in which the Servicer (i) acquires an interest
in any Mortgaged Property through foreclosure or other comparable conversion in
full or partial satisfaction of a Mortgage Loan, or (ii) knows or has reason to
know that any Mortgaged Property has been abandoned. The reports from the
Servicer or Subservicer shall be in form and substance sufficient to meet the
reporting requirements imposed by Section 6050J, Section 6050H (reports relating
to mortgage interest received) and Section 6050P of the Code (reports relating
to cancellation of indebtedness).

          Section 3.20 Purchase of Converted Mortgage Loans.

          Pursuant to the Converted Loan Purchase Agreement, the Converted Loan
Purchaser shall be obligated to purchase from the Trust any Converted Mortgage
Loans at the Repurchase Price. The Servicer shall promptly notify the Trustee
and the Converted Loan Purchaser of each Mortgage Loan which becomes a Converted
Mortgage Loan. If the Converted Loan Purchaser fails to purchase any Converted
Loan, the Servicer shall be terminated and the Trustee shall be the Servicer and
is obligated to make such purchase under the Converted Loan Purchase Agreement.

          Section 3.21 [Reserved].

          Section 3.22 Servicing and Administration of the MI Policies.

          (a) The Servicer shall take all such actions on behalf of the Trustee
as are necessary to service, maintain and administer the MI Policies and to
perform the Trustee's obligations and enforce the Trustee's rights under the MI
Policies, which actions shall conform to the standards of an institution
prudently administering MI Policies for its own account. Except as expressly set
forth herein, the Servicer shall have full authority on behalf of the Trust to
do anything it reasonably deems appropriate or desirable in connection with the
servicing, maintenance and administration of the MI Policies. The Servicer shall
make its best reasonable efforts to file all insured claims under the MI
Policies and collect from the MI Insurer all Insurance Proceeds due to the
Trustee under the MI Policies. The Servicer shall not take, or permit any
subservicer to take, any action which would result in non-coverage under any
applicable MI Policy of any loss which, but for the actions of the Servicer or
Subservicer, would have been covered thereunder. To the extent coverage is
available, the Servicer shall keep or cause to be kept in full force and effect
each such MI Policy for the life of the Mortgage Loan; provided, however, that
if a MI Insurer Insolvency Event has occurred and is continuing, the Servicer
may terminate the MI Policy on any Mortgage Loan that is not then past due. The
Servicer shall cooperate with the MI Insurer and shall use its best efforts to
furnish all reasonable aid, evidence and information in the possession of the
Servicer or to which the Servicer has access with respect to any Mortgage Loan.

          (b) The Servicer shall deposit into the Collection Account pursuant to
Section 3.06(d)(v) hereof all MI Insurance Proceeds received from the MI Insurer
under the terms of the MI Policies. The Servicer shall withdraw from the
Collection Account and pay to the MI Insurer pursuant to Section 3.07(a)(xii)
hereof, the monthly MI Premiums due to the MI Insurer in accordance with the
terms of the MI Insurance Agreements.

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<PAGE>

          (c) Notwithstanding the provisions of Subsection 3.22(a) and (b), the
Servicer shall not take any action in regard to the MI Policies inconsistent
with the interests of the Trustee or the Certificateholders or with the rights
and interests of the Trustee or the Certificateholders under this Agreement;
provided, however, that payments of the monthly MI Premiums to the MI Insurer
pursuant to Subsection 3.22(b) above and Section 3.07(a)(xii) hereof shall be
deemed not to be inconsistent with such interests.

          (d) The Trustee shall furnish the Servicer with any powers of attorney
and other documents in form as provided to it necessary or appropriate to enable
the Servicer to service and administer the MI Policies; provided, however, that
the Trustee shall not be liable for the actions of the Servicer under such
powers of attorney.

          (e) If at any time during the term of this Agreement, a MI Insurer
Insolvency Event has occurred and is continuing, the Servicer agrees to review,
not less often than monthly, the financial condition of the related MI Insurer
with a view towards determining whether recoveries under the MI Policy are
jeopardized for reasons related to the financial condition of the related MI
Insurer. In such event, the Servicer may obtain an additional MI Policy or a
replacement MI Policy, the MI Premiums on which would be paid by the Servicer
from the Collection Account pursuant to Section 3.07(a)(xii) hereof.

          (f) The Servicer shall comply with all other terms, conditions and
obligations set forth in the MI Policies.

          Section 3.23 Determination Date Reports.

          On the second Business Day following each Determination Date, the
Servicer shall deliver to the Trustee a report, prepared as of the close of
business on the Determination Date (the "Determination Date Report"), and shall
forward to the Trustee in the form of computer readable electromagnetic tape or
disk a copy of such report in a format acceptable to the Trustee. The
Determination Date Report and any written information supplemental thereto shall
include such information with respect to the Mortgage Loans that is reasonably
available to the Servicer and that is required by the Trustee for purposes of
making the calculations and providing the reports referred to in this Agreement,
as set forth in written specifications or guidelines issued by the Trustee from
time to time. Such information shall include the aggregate amounts required to
be withdrawn from the Collection Account and deposited into the Distribution
Account pursuant to Section 3.07. Such information shall also include (a) the
number of Mortgage Loans that prepaid in the previous month; (b) the loan
balance of each such Mortgage Loan; (c) whether a prepayment penalty was applied
to such Mortgage Loan; and (d) the amount of prepayment penalty with respect to
each such Mortgage Loan. The Servicer agrees to cooperate with the Trustee in
providing all information as is reasonably requested by the Trustee to prepare
the reports required under the Agreement.

          The determination by the Servicer of such amounts shall, in the
absence of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be fully protected in relying upon the same
without any independent check or verification.

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          Section 3.24 Advances.

          If any Monthly Payment (together with any advances from the
Subservicers) on a Mortgage Loan that was due on the immediately preceding Due
Date and delinquent on the Determination Date is delinquent other than as a
result of application of the Relief Act, the Servicer will deposit in the
Collection Account not later than the Servicer Remittance Date immediately
preceding the related Distribution Date an amount equal to such deficiency net
of the related Servicing Fee for such Mortgage Loan, except to the extent the
Servicer determines any such advance to be nonrecoverable from Liquidation
Proceeds, Insurance Proceeds or future payments on such Mortgage Loan. Subject
to the foregoing and in the absence of such a determination, the Servicer shall
continue to make such advances through the date that the related Mortgaged
Property has, in the judgment of the Servicer, been completely liquidated.

          The Servicer may fund an Advance from its own corporate funds,
advances made by any subservicer or funds held in the Collection Account for
future payment or withdrawal.

          Advances made from funds held in the Collection Account may be made by
the Servicer from subsequent collections of principal and interest received on
other Mortgage Loans and deposited into the Collection Account. Advances made
from the Collection Account are not limited to subsequent collections of
principal and interest received on the delinquent Mortgage Loan with respect to
which an Advance is made. If on the Servicer Remittance Date prior to any
Distribution Date funds in the Collection Account are less than the amount
required to be paid to the Certificateholders on such Distribution Date, then
the Servicer shall deposit its own funds into the Distribution Account in the
amount of the lesser of (i) any unreimbursed Advances previously made by the
Servicer with funds held in the Collection Account or (ii) the shortfall in the
Collection Account, provided, however, that in no event shall the Servicer
deposit into the Collection Account an amount that is less than any shortfall in
the Collection Account attributable to delinquent payments on Mortgage Loans
which the Servicer deems to be recoverable and which has not been covered by an
Advance from the Servicer's own corporate funds or any subservicer's funds. If
applicable, on the Servicer Remittance Date preceding each Distribution Date,
the Servicer shall present an Officer's Certificate to the Trustee (i) stating
that the Servicer elects not to make an Advance in a stated amount and (ii)
detailing the reason it deems the advance to be nonrecoverable.

          Section 3.25 Compensating Interest Payments.

          The Servicer shall deposit in the Collection Account not later than
the Servicer Remittance Date preceding the Distribution Date an amount equal to
the Compensating Interest related to the related Determination Date. The
Servicer shall not be entitled to any reimbursement of any Compensating Interest
payment.

          Section 3.26 Advance Facility.

          (a) The Servicer on behalf of the Trust Fund, is hereby authorized to
enter into a facility (such an arrangement, an "Advance Facility") with any
Person which provides that such Person (an "Advancing Person") may fund Advances
and/or Servicing Advances under this Agreement, although no such facility shall
reduce or otherwise affect the Servicer's obligation to

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<PAGE>

fund such Advances and/or Servicing Advances. No consent of the Trustee,
Certificateholders or any other party shall be required before the Servicer may
enter into an Advance Facility nor shall the Trustee or the Certificateholders
be a third party beneficiary of any obligation of an Advancing Person to the
Servicer. If the Servicer enters into an Advance Facility, the Servicer and the
related Advancing Person shall deliver to the Trustee at the address set forth
in Section 12.05 hereof a written notice (an "Advance Facility Notice"), stating
(a) the identity of the Advancing Person and (b) the identity of the Person (the
"Servicer's Assignee") that will, subject to Section 3.26(b) hereof, have the
right to make withdrawals from the Collection Account pursuant to Section 3.07
hereof to reimburse previously unreimbursed Advances and/or Servicing Advances
("Advance Reimbursement Amounts"). If the Servicer enters into such an Advance
Facility pursuant to this Section 3.26, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, as prepared by the
Servicer confirming its receipt of written notice of the existence of such
Advance Facility. To the extent that an Advancing Person purchases or funds any
Advance or any Servicing Advance and provides the Trustee with written notice
acknowledged by the Servicer that such Advancing Person is entitled to
reimbursement directly from the Trustee pursuant to the terms of the Advance
Facility, such Advancing Person shall be entitled to receive reimbursement
pursuant to this Agreement for such amount to the extent provided in Section
3.26(b). Such notice from the Advancing Person must specify the amount of the
reimbursement, the Section of this Agreement that permits the applicable Advance
or Servicing Advance to be reimbursed and the section(s) of the Advance Facility
that entitle the Advancing Person to request reimbursement from the Trustee,
rather than the Servicer, and include the Servicer's acknowledgment thereto or
proof of an Event of Default under the Advance Facility. The Trustee shall have
no duty or liability with respect to any calculation of any reimbursement to be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person's notice provided pursuant to this Section
3.26. An Advancing Person whose obligations hereunder are limited to the funding
of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Sub-Servicer pursuant to Section 6.06 hereof.

          (b) Notwithstanding the foregoing, and for the avoidance of doubt, (i)
the Servicer and/or the Servicer's Assignee shall only be entitled to
reimbursement of Advance reimbursement amounts hereunder from withdrawals from
the Collection Account pursuant to Section 3.07 of this Agreement and shall not
otherwise be entitled to make withdrawals or receive amounts that shall be
deposited in the Distribution Account, and (ii) none of the Trustee or the
Certificateholders shall have any right to, or otherwise be entitled to, receive
any Advance reimbursement amounts to which the Servicer or Servicer's Assignee,
as applicable, shall be entitled pursuant to Section 3.07 hereof. An Advance
Facility may be terminated by the joint written direction of the Servicer and
the related Advancing Person. Written notice of such termination shall be
delivered to the Trustee in the manner set forth in Section 12.05 hereof. None
of the Company or the Trustee shall, as a result of the existence of any Advance
Facility, have any additional duty or liability with respect to the calculation
or payment of any Advance reimbursement amount, nor, as a result of the
existence of any Advance Facility, shall the Company or the Trustee have any
additional responsibility to track or monitor the administration of the Advance
Facility or the payment of Advance reimbursement amounts to the Servicer's
Assignee. The Servicer shall indemnify the Company, the Trustee, any successor
Servicer and the Trust Fund for any claim, loss, liability or damage resulting
from any claim by the related Advancing Person, except to the extent that such
claim, loss, liability or damage resulted from or

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<PAGE>

arose out of negligence, recklessness or willful misconduct on the part of the
Company, the Trustee or any successor Servicer, as the case may be, or failure
by the successor Servicer or the Trustee, as the case may be, to remit funds as
required by this Agreement or the commission of an act or omission to act by the
successor Servicer or the Trustee, as the case may be, and the passage of any
applicable cure or grace period, such that an Event of Default under this
Agreement occurs or such entity is subject to termination for cause under this
Agreement. The Servicer shall maintain and provide to any successor Servicer
and, upon request, the Trustee a detailed accounting on a loan-by-loan basis as
to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Person. The successor Servicer shall be entitled to rely on any such information
provided by the predecessor Servicer, and the successor Servicer shall not be
liable for any errors in such information.

          (c) If an Advancing Person is entitled to reimbursement for any
particular Advance or Servicing Advance as set forth in Section 3.26(a), then
the Servicer shall not be permitted to reimburse itself therefor under Section
3.07, but instead the Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 3.06(d) to the extent of
amounts on deposit in the Collection Account on the related Servicer Remittance
Date. The Trustee is hereby authorized to pay to an Advancing Person
reimbursements for Advances and Servicing Advances from the Distribution Account
to the same extent the Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section 3.07, had
the Servicer made such Advance or Servicing Advance.

          (d) All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in first
out" (FIFO) basis. In the event the Servicer's Assignee shall have received some
or all of an Advance reimbursement amount related to Advances and/or Servicing
Advances that were made by a Person other than such predecessor Servicer or its
related Advancing Person in error, then such Servicer's Assignee shall be
required to remit any portion of such Advance reimbursement amount to each
Person entitled to such portion of such Advance reimbursement amount. Without
limiting the generality of the foregoing, the Servicer shall remain entitled to
be reimbursed pursuant to Section 3.07 for all Advances and/or Servicing
Advances funded by the Servicer to the extent the related Advance reimbursement
amounts have not been assigned, sold or pledged to such Advancing Person or
Servicer's Assignee.

          (e) In the event the Servicer is terminated pursuant to Section 7.01,
the Advancing Person shall succeed to the terminated Servicer's right of
reimbursement set forth in Section 7.02 to the extent of such Advancing Person's
financing of Advances or Servicing Advances hereunder then remaining
unreimbursed.

          (f) Any amendment to this Section 3.26 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.26, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Company and the Servicer without the consent of any
Certificateholder, provided such amendment complies with Section 12.01 hereof.
All reasonable costs and expenses (including attorneys' fees) of each party
hereto of any such amendment shall be borne solely by the Servicer. The parties
hereto hereby acknowledge and agree that: (a) the Advances and/or Servicing
Advances financed by, sold and/or pledged to

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an Advancing Person under any Advance Facility are obligations owed to the
Servicer payable only from the cash flows and proceeds received under this
Agreement for reimbursement of Advances and/or Servicing Advances only to the
extent provided herein, and the Trustee and the Trust Fund are not, as a result
of the existence of any Advance Facility, obligated or liable to repay any
Advances and/or Servicing Advances financed by the Advancing Person; (b) the
Servicer will be responsible for remitting to the Advancing Person the
applicable amounts collected by it as reimbursement for Advances and/or
Servicing Advances purchased or funded by the Advancing Person, subject to the
provisions of this Agreement; and (c) the Trustee shall not have any
responsibility to track or monitor the administration of the financing
arrangement between the Servicer and any Advancing Person.

                                   ARTICLE IV

                                  FLOW OF FUNDS

          Section 4.01 Distributions.

          (a) On each Distribution Date, the Trustee, will first distribute the
Prepayment Charges collected on the Group I Mortgage Loans, on the Group II
Mortgage Loans and on the Group III Mortgage Loans during the prior Prepayment
Period to the Holders of the Class P Certificates. After making that
distribution, the Trustee, shall (based solely on the information provided to
the Trustee by the Servicer pursuant to Section 4.03 hereof) withdraw from the
Distribution Account that portion of Available Funds for such Distribution Date
consisting of the Interest Remittance Amount for such Distribution Date, and
make the following disbursements and transfers in the order of priority
described below, in each case to the extent of the Interest Remittance Amount
remaining for such Distribution Date:

               (i) On each Distribution Date, the Trustee, will distribute, pro
     rata from the Group I Interest Remittance Amount, the Group II Interest
     Remittance Amount and the Group III Interest Remittance Amount, the Trustee
     Fee and the Custodian Fee which is due on that Distribution Date to the
     Trustee and Custodian respectively. After making that distribution, the
     Trustee will then apply the remaining Interest Remittance Amount to the
     payment of interest then due on the certificates in the following order of
     priority:

          (A) first, on each Distribution Date on or prior to the Class I
Termination Date, payable from the Group I Interest Remittance Amount, the Group
II Interest Remittance Amount and the Group III Interest Remittance Amount, to
the Holders of the Class I Certificates, the Class I Monthly Interest
Distributable Amount;

          (B) second, concurrently, with equal priority of payment:

               (I) payable solely from the Group I Interest Remittance Amount
          for that Distribution Date or, to the extent that the Group I Interest
          Remittance Amount is less than the related Monthly Interest
          Distributable Amount for the Class A-1 Certificates, also from the
          Group II Cross Collateralization Amount and Group III Cross
          Collateralization Amount, pro rata for that Distribution Date, to

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<PAGE>

          the Holders of the Class A-1 Certificates, the Monthly Interest
          Distributable Amount for the Class A-1 Certificates;

               (II) payable solely from the Group II Interest Remittance Amount
          for that Distribution Date or, to the extent that the Group II
          Interest Remittance Amount is less than the related aggregate Monthly
          Interest Distributable Amount for the Class A-2A, Class A-2B and Class
          A-2C Certificates, also from the Group I Cross Collateralization
          Amount and the Group III Cross Collateralization Amount, pro rata for
          that Distribution Date, to the Holders of the Class A-2A, Class A-2B
          and Class A-2C Certificates, the aggregate Monthly Interest
          Distributable Amount for the Class A-2A, Class A-2B and Class A-2C
          Certificates, pro rata based on the amount of such interest each such
          Class is otherwise entitled to on that Distribution Date;

               (III) payable solely from the Group III Interest Remittance
          Amount for that Distribution Date or, to the extent that the Group III
          Interest Remittance Amount is less than the related Monthly Interest
          Distributable Amount for the Class A-3 Certificates, also from the
          Group I Cross Collateralization Amount and the Group II Cross
          Collateralization Amount, pro rata for that Distribution Date, to the
          Holders of the Class A-3 Certificates, the Monthly Interest
          Distributable Amount for the Class A-3 Certificates; and

          (C) third, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class M-1 Certificates, the Monthly Interest
Distributable Amount for the Class M-1 Certificates;

          (D) fourth, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class M-2 Certificates, the Monthly Interest
Distributable Amount for the Class M-2 Certificates;

          (E) fifth, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class M-3 Certificates, the Monthly Interest
Distributable Amount for the Class M-3 Certificates;

          (F) sixth, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class B-1 Certificates, the Monthly Interest
Distributable Amount for the Class B-1 Certificates;

          (G) seventh, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class B-2 Certificates, the Monthly Interest
Distributable Amount for the Class B-2 Certificates;

          (H) eighth, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of

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the Class X Certificates for the benefit of Supplemental Interest Trust I, the
Excess Cashflow (net of any amounts distributed pursuant to Section 4.04(d)(i)),
to be distributed pursuant to Sections 4.04 (d)(ii); and

          (I) ninth, payable from the Group I Interest Remittance Amount, the
Group II Interest Remittance Amount and the Group III Interest Remittance
Amount, to the Holders of the Class R Certificates, any remainder.

               (ii) On each Distribution Date (a) prior to the Crossover Date or
     (b) on which a Trigger Event is in effect, the Trustee, shall (based solely
     on the information provided to the Trustee by the Servicer pursuant to
     Section 4.03 hereof) withdraw from the Distribution Account that portion of
     the Available Funds for such Distribution Date consisting of the Group I
     Principal Distribution Amount, Group II Principal Distribution Amount and
     Group III Principal Distribution Amount and make the following
     disbursements and transfers in the order of priority described below:

          (A) first, concurrently, with equal priority of payment:

               (I) payable solely from the Group I Principal Distribution
          Amount, to the Holders of the Class A-1 Certificates, the entire
          amount of the Group I Principal Distribution Amount, until the
          Certificate Principal Balance of the Class A-1 Certificates has been
          reduced to zero;

               (II) payable solely from the Group II Principal Distribution
          Amount, to the Holders of the Class A-2 Certificates (distributed to
          the Class A-2A, Class A-2B and Class A-2C Certificates pursuant to
          Section 4.01(d)), the entire amount of the Group II Principal
          Distribution Amount, until the aggregate Certificate Principal Balance
          of the Class A-2 Certificates has been reduced to zero; and

               (III) payable solely from the Group III Principal Distribution
          Amount, to the Holders of the Class A-3 Certificates, the entire
          amount of the Group III Principal Distribution Amount, until the
          Certificate Principal Balance of the Class A-3 Certificates has been
          reduced to zero (except that on the Class P Principal Distribution
          Date, the Certificate Principal Balance of the Class P Certificates
          shall first be paid from the Group III Principal Distribution Amount
          to the Holders of the Class P Certificates);

          (B) second,

               (I) if the Certificate Principal Balance of the Class A-1
          Certificates has been reduced to zero, then to the Holders of the
          Class A-2 Certificates, and the Class A-3 Certificates, pro rata based
          on their respective Certificate Principal Balances, the amount of any
          remaining Group I Principal Distribution Amount, until the Certificate
          Principal Balances of the Class A-2 Certificates and the Class A-3
          Certificates have been reduced to zero; or

               (II) if the aggregate Certificate Principal Balance of the Class
          A-2 Certificates has been reduced to zero, then to the Holders of the
          Class A-1

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<PAGE>

          Certificates and the Class A-3 Certificates, pro rata based on their
          respective Certificate Principal Balances, the amount of any remaining
          Group II Principal Distribution Amount, until the Certificate
          Principal Balances of the Class A-1 Certificates and the Class A-3
          Certificates have been reduced to zero; or

               (III) if the Certificate Principal Balance of the Class A-3
          Certificates has been reduced to zero, then to the Holders of the
          Class A-1 Certificates and the Class A-2 Certificates, pro rata based
          on their respective Certificate Principal Balances, the amount of any
          remaining Group III Principal Distribution Amount, until the
          Certificate Principal Balances of the Class A-1 Certificates and the
          Class A-2 Certificates have been reduced to zero;

          (C) third, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class M-1 Certificates, the entire remaining
Principal Distribution Amount until the Certificate Principal Balance of the
Class M-1 Certificates has been reduced to zero;

          (D) fourth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class M-2 Certificates, the entire
remaining Principal Distribution Amount until the Certificate Principal Balance
of the Class M-2 Certificates has been reduced to zero;

          (E) fifth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class M-3 Certificates, the entire remaining
Principal Distribution Amount until the Certificate Principal Balance of the
Class M-3 Certificates has been reduced to zero;

          (F) sixth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class B-1 Certificates, the entire remaining
Principal Distribution Amount until the Certificate Principal Balance of the
Class B-1 Certificates has been reduced to zero;

          (G) seventh, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class B-2 Certificates, the entire
remaining Principal Distribution Amount until the Certificate Principal Balance
of the Class B-2 Certificates has been reduced to zero;

          (H) eighth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Trustee and the Custodian, pro rata, any amounts
owed to them under the Basic Documents remaining unpaid;

          (I) ninth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Servicer, the amount of any reimbursement of indemnification owed
to it by the Trust pursuant to Section 6.03 hereof;

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<PAGE>

          (J) tenth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount and any remaining Available Funds relating to principal, to the Holders
of the Class O Certificates, for the benefit of Supplemental Interest Trust I,
the entire remaining Principal Distribution Amount plus any remaining
Overcollateralization Release Amount until the Certificate Principal Balance of
the Class O Certificates has been paid; and

          (K) eleventh, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount, the Group III Principal Distribution
Amount and any remaining Available Funds relating to principal, to the Holders
of the Class X Certificates, for the benefit of Supplemental Interest Trust I,
any remaining Overcollateralization Release Amount; and

          (L) twelfth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class R Certificates, for the benefit
of Supplemental Interest Trust I, any remainder.

               (iii) On each Distribution Date (a) on or after the Crossover
     Date and (b) on which a Trigger Event is not in effect, the Trustee, shall
     (based solely on the information provided to the Trustee by the Servicer
     pursuant to Section 4.03 hereof) withdraw from the Distribution Account
     that portion of the Available Funds for such Distribution Date consisting
     of the Group I Principal Distribution Amount, the Group II Principal
     Distribution Amount and Group III Principal Distribution Amount and make
     the following disbursements and transfers in the order of priority
     described below:

          (A) first, concurrently, with equal priority of payment:

               (I) payable solely from the Group I Principal Distribution
          Amount, to the holders of the Class A-1 Certificates, the Class A-1
          Principal Distribution Amount, until the Certificate Principal Balance
          of the Class A-1 Certificates has been reduced to zero;

               (II) payable solely from the Group II Principal Distribution
          Amount, to the holders of the Class A-2 Certificates (distributed to
          the Class A-2A, Class A-2B and Class A-2C Certificates pursuant to
          Section 4.01(d)), the Class A-2 Principal Distribution Amount, until
          the aggregate Certificate Principal Balance of the Class A-2
          Certificates has been reduced to zero; and

               (III) payable solely from the Group III Principal Distribution
          Amount, to the Holders of the Class A-3 Certificates, the Class A-3
          Principal Distribution Amount, until the Certificate Principal Balance
          of the Class A-3 Certificates has been reduced to zero (except that on
          the Class P Principal Distribution Date, the Certificate Principal
          Balance of the Class P Certificates shall first be paid from the Group
          III Principal Distribution Amount to the Holders of the Class P
          Certificates);

          (B) second,

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<PAGE>

               (I) if the Group I Principal Distribution Amount was insufficient
          to pay the Class A-1 Principal Distribution Amount, then payable from
          the remaining Group II Principal Distribution Amount and the Group III
          Principal Distribution Amount, pro rata based on the Certificate
          Principal Balance of the related Class of Class A Certificates, to the
          holders of the Class A-1 Certificates, the unpaid portion of the Class
          A-1 Principal Distribution Amount; or

               (II) if the Group II Principal Distribution Amount was
          insufficient to pay the Class A-2 Principal Distribution Amount, then
          payable from the remaining Group I Principal Distribution Amount and
          the Group III Principal Distribution Amount, pro rata based on the
          Certificate Principal Balance of the related Class of Class A
          Certificates, to the Holders of the Class A-2 Certificates, the unpaid
          portion of the Class A-2 Principal Distribution Amount;

               (III) if the Group III Principal Distribution Amount was
          insufficient to pay the Class A-3 Principal Distribution Amount, then
          payable from the remaining Group I Principal Distribution Amount and
          the Group II Principal Distribution Amount, pro rata based on the
          Certificate Principal Balance of the related Class of Class A
          Certificates, to the Holders of the Class A-3 Certificates, the unpaid
          portion of the Class A-3 Principal Distribution Amount;

          (C) third, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class M-1 Certificates, the Class M-1 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-1
Certificates has been reduced to zero;

          (D) fourth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class M-2 Certificates, the Class M-2
Principal Distribution Amount, until the Certificate Principal Balance of the
Class M-2 Certificates has been reduced to zero;

          (E) fifth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class M-3 Certificates, the Class M-3 Principal
Distribution Amount, until the Certificate Principal Balance of the Class M-3
Certificates has been reduced to zero;

          (F) sixth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Holders of the Class B-1 Certificates, the Class B-1 Principal
Distribution Amount, until the Certificate Principal Balance of the Class B-1
Certificates has been reduced to zero;

          (G) seventh, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class B-2 Certificates, the Class B-2
Principal Distribution Amount, until the Certificate Principal Balance of the
Class B-2 Certificates has been reduced to zero;

          (H) eighth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the

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<PAGE>

Trustee and the Custodian, pro rata, any amounts owed to them under the Basic
Documents remaining unpaid;

          (I) ninth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, to the Servicer, the amount of any reimbursement of indemnification owed
to it by the Trust pursuant to Section 6.03 hereof;

          (J) tenth, payable from the Group I Principal Distribution Amount, the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount and any remaining Available Funds relating to principal, to the Holders
of the Class O Certificates, for the benefit of Supplemental Interest Trust I,
the entire remaining Principal Distribution Amount plus any remaining
Overcollateralization Release Amount until the Certificate Principal Balance of
the Class O Certificates has been paid;

          (K) eleventh, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount and any remaining Available Funds relating to principal, to
the Holders of the Class X Certificates, for the benefit of Supplemental
Interest Trust I, any remaining Overcollateralization Release Amount; and

          (L) twelfth, payable from the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount, to the Holders of the Class R Certificates, any remainder.

          (b) Method of Distribution. The Trustee shall make distributions in
respect of a Distribution Date to each Certificateholder of record on the
related Record Date (other than as provided in Section 11.01 respecting the
final distribution), in the case of Certificateholders of the Regular
Certificates, by check or money order mailed to such Certificateholder at the
address appearing in the Certificate Register, or by wire transfer.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.

          (c) Distributions on Book-Entry Certificates. Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, which shall
credit the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Custodian, the Trustee, the Company, the Servicer or
the Seller shall have any responsibility therefor except as otherwise provided
by applicable law.

          (d) All principal amounts distributed to the Class A-2 Certificates
shall be paid sequentially as follows:

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<PAGE>

               (i) first, to the Class A-2A Certificates, until its Certificate
     Principal Balance has been reduced to zero;

               (ii) second, after the Certificate Principal Balance of the Class
     A-2A Certificates has been reduced to zero, any remaining amounts to the
     Class A-2B Certificates until its Certificate Principal Balance has been
     reduced to zero; and

               (iii) third, after the Certificate Principal Balances of the
     Class A-2A Certificates and Class A-2B Certificates have been reduced to
     zero, any remaining amounts to the Class A-2C Certificates until its
     Certificate Principal Balance has been reduced to zero.

          Section 4.02 Distribution Account.

          (a) No later than the Closing Date, the Trustee, shall establish and
maintain a segregated trust account that is an Eligible Account, which shall be
titled "Distribution Account, JPMorgan Chase Bank, as Trustee for the registered
holders of NovaStar Mortgage Funding Trust 2003-3, Home Equity Loan Asset-Backed
Certificates, Series 2003-3" (the "Distribution Account"). The Trustee shall,
promptly upon receipt, deposit in the Distribution Account and retain therein
the Interest Remittance Amount and the Principal Remittance Amount remitted on
each Servicer Remittance Date to the Trustee by the Servicer. Funds deposited in
the Distribution Account shall be held in trust by the Trustee for the
Certificateholders for the uses and purposes set forth herein.

          (b) The Trustee may invest funds deposited in the Distribution Account
in Eligible Investments in accordance with the written direction of the Servicer
with a maturity date no later than the Business Day immediately proceeding the
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement. All income or other gain from such investments may be
released from the Distribution Account and paid to the Servicer. The Servicer
shall be obligated to cover losses on such Eligible Investments.

          (c) Amounts on deposit in the Distribution Account shall be withdrawn
by the Trustee as follows:

               (i) To fund the distributions described in Section 4.01 hereof;

               (ii) To withdraw any amount not required to be deposited in the
     Distribution Account or deposited therein in error;

               (iii) To clear and terminate the Distribution Account upon the
     termination of this Agreement, with any amounts remaining on deposit
     therein being paid to the Holders of the Class R Certificates; and

               (iv) To distribute any amounts of investment income to the
     Servicer.

          (d) On each Distribution Date, the Trustee shall distribute all
amounts on deposit in the Distribution Account (other than investment income)
established by it to

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<PAGE>

Certificateholders in respect of the Certificates and to such other persons in
the order of priority set forth in Section 4.01 hereof.

          Section 4.03 Statements.

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

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

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

               (iii) the Pool Balance of the Group I Mortgage Loans, the Group
     II Mortgage Loans and the Group III Mortgage Loans at the Close of Business
     at the end of the related Due Period;

               (iv) the number, aggregate principal balance, and weighted
     average Mortgage Rate of the Mortgage Loans as of the related Determination
     Date and the number and aggregate principal balance of all Subsequent
     Mortgage Loans added during the preceding Prepayment Period;

               (v) the number and aggregate unpaid principal balance of Mortgage
     Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy
     or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and
     (3) 90 or more days, (B) as to which foreclosure proceedings have been
     commenced and (C) REO Properties;

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

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

               (viii) the Certificate Principal Balance of each class of the
     Class A Certificates, each class of the Mezzanine Certificates, each class
     of the Class B Certificates and the Class O Certificates, after giving
     effect to the distributions made on such Distribution Date;

               (ix) the Unpaid Interest Shortfall Amount, if any, with respect
     to each class of the Class A Certificates, each class of the Mezzanine
     Certificates and each class of Class B Certificates for such Distribution
     Date;

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<PAGE>

               (x) the aggregate amount of any Prepayment Interest Shortfalls
     for such Distribution Date, to the extent not covered by payments by the
     Servicer pursuant to Section 3.25;

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

               (xii) the Available Funds Cap Carryforward Amount for each class
     of the Class A Certificates, each class of the Mezzanine Certificates and
     each class of the Class B Certificates if any, for such Distribution Date
     and the amount remaining unpaid after reimbursements therefor on such
     Distribution Date;

               (xiii) the respective Pass-Through Rates applicable to each class
     of the Class A Certificates, each class of the Mezzanine Certificates and
     the Class B Certificates for such Distribution Date and the Pass-Through
     Rate applicable to each class of the Class A Certificates, each class of
     the Mezzanine Certificates and each class of the Class B Certificates for
     the immediately succeeding Distribution Date;

               (xiv) the Supplemental Interest Payment for each Class on such
     Distribution Date;

               (xv) the difference between (x) the sum of (i) aggregate notional
     amount of the Swap Agreements and (ii) the aggregate notional amount of the
     Cap Agreements and (y) the aggregate Certificate Principal Balance of the
     Underwritten Certificates on such Distribution Date;

               (xvi) the Required Overcollateralization Amount for such
     Distribution Date; and

               (xvii) the Excess Cashflow for such Distribution Date.

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

          The Trustee may, in the absence of manifest error, conclusively rely
upon the Determination Date Report of the Servicer in its preparation of the
statement to Certificateholders pursuant to this Section 4.03.

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

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<PAGE>

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

          (d) Within a reasonable period of time after the end of each calendar
year, the Trustee shall deliver to each Person who at any time during the
calendar year was a Residual Certificateholder, if requested in writing by such
Person, such information as is reasonably necessary to provide to such Person a
statement containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Residual Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished to Certificateholders by
the Trustee pursuant to any requirements of the Code as from time to time in
force.

          (e) On each Distribution Date, the Trustee shall post on its website
at www.jpmorgan.com\absmbs, which posting shall be accessible to each
Certificateholder and the Swap Counterparty, the statement prepared pursuant to
paragraph (a) of this Section 4.03. Assistance in using the website can be
obtained by calling the Trustee's customer service desk at 1-877-722-1095. Such
parties that are unable to use the website are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or accessible to the above parties and the Trustee shall provide timely and
adequate notification to all above parties regarding any such changes. The
Trustee shall not have any responsibility to (i) verify information provided by
the Servicer to be included in such statement or (ii) include any information
required to be included in such statement if the Servicer has failed to timely
produce such information to the Trustee, as required pursuant hereto.

          (f) No later than noon on the second Business Day prior to each
Distribution Date, the Trustee will verify that no Notional Amount Test Event is
scheduled to occur on the related Distribution Date. In the event a Notional
Amount Test Event would otherwise occur on the related Distribution Date, the
Trustee will immediately provide notice in the form of Exhibit J to the
appropriate NovaStar entity and assign in $10,000,000 increments a portion of
the related notional amount from the affected Swap Agreement on the day
immediately preceding that Distribution Date until no Notional Amount Test Event
will occur on the related Distribution Date. The Trustee shall assign the
applicable notional amount from the Swap Agreement with the earliest maturity.
In the event that two or more Swap Agreements have the same maturity date, which
date is the earliest maturity date of the outstanding Swap Agreements, the
Trustee shall assign the applicable notional amounts from the Swap Agreement(s)
on a pro rata basis. Once such notional amounts have been assigned back to the
appropriate NovaStar entity, the related Swap Counterparty will have no
obligation to, nor interest in, the Trust with respect to such notional amounts.
Furthermore, no distributions will be made from the Supplemental Interest Trust
I to the related Swap Counterparty in respect of notional amounts assigned under
this Section 4.03 (f).

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          In no event shall the Trustee allow a Notional Amount Test Event to
occur on any Distribution Date.

          Section 4.04 Supplemental Interest Trusts; Excess Cashflow.

          (a) (i) The parties do hereby create and establish four sub-trusts of
the Trust Fund, each of which shall hold an account, which, no later than the
Closing Date, the Trustee shall, at the direction of the Servicer, establish and
maintain, as segregated trust accounts that are Eligible Accounts, which shall
be titled "Supplemental Interest Trust [I] [II] [III] [IV], as applicable,
JPMorgan Chase Bank, as Trustee for the registered holders of NovaStar Mortgage
Funding Trust 2003-3, Home Equity Loan Asset-Backed Certificates, Series
2003-3." On or prior to September 16, 2003, the Servicer shall deposit an amount
equal to the Initial Swap Amount to Supplemental Interest Trust I. The Trustee
shall, promptly upon receipt, deposit in Supplemental Interest Trust I amounts
of Excess Cashflow, if any, pursuant to Section 4.01 and each distribution of
the Class I Monthly Interest Distributable Amount pursuant to Section
4.01(a)(i)(A). Funds deposited in the Supplemental Interest Trusts shall be held
in trust by the Trustee for the Certificateholders for the uses and purposes set
forth herein. None of the Supplemental Interest Trusts nor the related
Supplemental Interest Accounts shall be an asset of any of the REMICs created
hereunder.

          (ii) (a) On each Distribution Date prior to the Class I Termination
Date, the funds in Supplemental Interest Trust I (as reduced from time to time
in accordance with this Section 4.04) will equal the sum of (a) any amounts
received under any Swap Agreement pursuant to Section 4.04(e), (b) the Class I
Monthly Interest Distributable Amount and (c) any amounts of Excess Cashflow not
used to maintain the Required Overcollateralization Amount.

          On each Distribution Date commencing in August 2006, the funds in
Supplemental Interest Trust I (as reduced from time to time in accordance with
this Section 4.04) will equal any amounts of Excess Cashflow not used to
maintain the Required Overcollateralization Amount.

          (b) The Trustee will invest funds deposited in the Supplemental
Interest Trusts as directed in writing by the Servicer in Eligible Investments
with a maturity date (i) no later than the Business Day immediately preceding
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if a Person other than the Trustee or an Affiliate
manages or advises such investment, and (ii) no later than the date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trustee or an Affiliate manages or advises such investment.
All income and gain realized from investment of funds deposited in the
applicable Supplemental Interest Trust shall be credited to such Account,
provided, however, that any income and gain realized during the period
commencing on the Closing Date and ending on October 24, 2003 will be paid to
the Servicer. The Trustee will not be liable for investment losses on
investments selected by the Servicer pursuant to this Section 4.04(b). None of
the Supplemental Interest Trusts will be an asset of any of the REMICs created
hereunder.

          (c) On each Distribution Date, the Trustee shall distribute the funds
(other than funds relating to Excess Cashflow and, if such funds are
insufficient, any Excess Cashflow

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remaining after the distributions set forth in Section 4.04(d)(i)) held in
Supplemental Interest Trust I as follows:

               (i) first, on September 25, 2003, to each Swap Counterparty, its
     related Initial Swap Amount, and on each Distribution Date up to and
     including the Class I Termination Date, to each Swap Counterparty, its
     related Swap Amount for such Distribution Date;

               (ii) second, any remaining amounts to pay, pro rata based on
     Certificate Principal Balance of each class of Underwritten Certificates,
     the Supplemental Interest Payment for each class of Underwritten
     Certificates;

               (iii) third, to pay each Swap Counterparty its related Swap
     Termination Payment, if any; and

               (iv) fourth, any remaining amounts, pro rata to the Holders of
     the Class O and Class X Certificates based on the amounts paid to
     Supplemental Interest Trust I on behalf of the Holders of the Class O and
     Class X Certificates pursuant to Section 4.01(a)(i)(H), Section
     4.01(a)(ii)(J), Section 4.01(a)(ii)(K), Section 4.01(a)(iii)(J) and Section
     4.01(a)(iii)(K).

          (d) On each Distribution Date, the Trustee shall distribute the funds
relating to Excess Cashflow as follows:

               (i) prior to any deposit to Supplemental Interest Trust I, to the
     Holders of the Class or Classes of Certificates then entitled to receive
     distributions in respect of principal, in an amount equal to any Extra
     Principal Distribution Amount, distributable to such holders in the same
     order of priority as the Group I Principal Distribution Amount, the Group
     II Principal Distribution Amount and/or the Group III Principal
     Distribution Amount as described in Section 4.01; and

               (ii) to Supplemental Interest Trust I to distribute in accordance
     with Section 4.04(c);

          (e) On any Distribution Date on which the Swap Amount for any Swap
Agreement is a negative number, the absolute value of such negative number shall
be paid by each related Swap Counterparty to Supplemental Interest Trust I.

          (f) On each Distribution Date prior to the Class I Termination Date,
funds, if any, deposited in Supplemental Interest Trust II will equal any Cap
Agreement I Payments received on such Distribution Date. On each Distribution
Date, from the aggregate amounts on deposit in Supplemental Interest Trust II,
the Trustee will make the following distributions in the following order of
priority:

               (i) first, to pay, pro rata based on the Certificate Principal
     Balance of each Class of the Underwritten Certificates, to the extent not
     already paid out of Supplemental Interest I, the Supplemental Interest
     Payment for each Class of the Underwritten Certificates; and

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               (ii) second, any remaining amounts, to the Holders of the Class X
     Certificates.

          (g) On each Distribution Date starting in August 2006 to and including
the Distribution Date in September 2007, funds, if any, deposited in
Supplemental Interest Trust III will equal any Cap Agreement II Payments
received on such Distribution Date. On each Distribution Date, from the
aggregate amounts on deposit in Supplemental Interest Trust III, the Trustee
will make the following distributions in the following order of priority:

               (i) first, to pay the Supplemental Interest Payment to the Class
     A-1 Certificates, to the extent not already paid out of Supplemental
     Interest Trust I and Supplemental Interest Trust II;

               (ii) second, to pay, pro rata based on Certificate Principal
     Balance, the Supplemental Interest Payment for each Class of Underwritten
     Certificates (other than the Class A-1 Certificates) to the extent not
     already paid out of Supplemental Interest Trust I and Supplemental Interest
     Trust II;

               (iii) third, any remaining amounts, to the Holders of the Class X
     Certificates.

          (h) On each Distribution Date starting in August 2006 to and including
the Distribution Date in April 2007, funds, if any, deposited in Supplemental
Interest IV will equal any Cap Agreement III Payments received on such
Distribution Date. On each Distribution Date, from the aggregate amounts on
deposit in Supplemental Interest Trust IV, the Trustee will make the following
distributions in the following order of priority:

               (i) first, to pay the Supplemental Interest Payment to the Class
     A-2B Certificates, to the extent not already paid out of Supplemental
     Interest Trust I, Supplemental Interest Trust II and Supplemental Interest
     Trust III;

               (ii) second, to pay, pro rata based on Certificate Principal
     Balance, the Supplemental Interest Payment for each Class of Underwritten
     Certificates (other than the Class A-2B Certificates), to the extent not
     already paid out of Supplemental Interest Trust I, Supplemental Interest
     Trust II and Supplemental Interest Trust III;

               (iii) third, any remaining amounts, to the Holders of the Class X
     Certificates.

          Section 4.05 Pre-Funding Account.

          (a) No later than the Closing Date, the Trustee, at the direction of
the Servicer, shall establish and maintain, a segregated trust account that is
an Eligible Account, which shall be titled "Pre-Funding Account, JPMorgan Chase
Bank, as Trustee for the registered holders of NovaStar Mortgage Funding Trust
2003-3, Home Equity Loan Asset-Backed Certificates, Series 2003-3" (the
"Pre-Funding Account"). The Trustee shall, promptly upon receipt, deposit in the
Pre-Funding Account and retain therein the Original Pre-Funded Amount remitted
on the Closing Date to the Trustee by the Company. Funds deposited in the
Pre-

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Funding Account shall be held in trust by the Trustee for the Certificateholders
for the uses and purposes set forth herein.

          (b) The Trustee will invest funds deposited in the Pre-Funding Account
as directed by the Servicer in Permitted Investments with a maturity date (i) no
later than the Business Day immediately preceding the date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment. For federal income tax purposes,
the Servicer shall be the owner of the Pre-Funding Account and shall report all
items of income, deduction, gain or loss arising therefrom. All income and gain
realized from investment of funds deposited in the Pre-Funding Account shall be
withdrawn and deposited in the Distribution Account. The Trustee shall treat the
Pre-Funding Account as an outside reserve fund within the meaning of Treasury
Regulation Section 1.860G-2(h). At no time will the Pre-Funding Account be an
asset of any REMIC created hereunder. The Trustee shall not be liable for
investment losses on investments selected by the Servicer pursuant to this
Section 4.05(b).

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

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

               (ii) If the amount on deposit in the Pre-Funding Account in
     respect of the First Pre-Funding Amount has not been reduced to zero on the
     expiration of the First Pre-Funding Period the Trustee shall deposit such
     remaining amounts into the Distribution Account for distribution in
     accordance with the terms hereof;

               (iii) If the amount on deposit in the Pre-Funding Account has not
     been reduced to zero on the day of the termination of the Second
     Pre-Funding Period, the Trustee shall deposit into the Distribution Account
     any amounts remaining in the Pre-Funding Account for distribution in
     accordance with the terms hereof;

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

               (v) To pay any remaining amount of the First Pre-Funding Amount
     after the expiration of the First Pre-Funding Period to the Holders of the
     Certificates then entitled to distributions in respect of principal; and

               (vi) To clear and terminate the Pre-Funding Account upon the
     earlier to occur of (A) the Distribution Date immediately following the end
     of the Second Pre-Funding Period but not later than the Distribution Date
     in December 2003 and (B) the

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     termination of this Agreement, with any amounts remaining on deposit
     therein being paid to the Holders of the Certificates then entitled to
     distributions in respect of principal.

          Withdrawals from the Pre-Funding Account pursuant to clauses (i),
(ii), (iii) (v), and (vi) shall be treated as contributions of cash to REMIC I
on the date of withdrawal.

          Section 4.06 [Reserved]

          Section 4.07 Allocation of Realized Losses.

          All Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date as follows: first, to amounts of Excess
Cashflow, second, to the Class O Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class B-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; sixth, to
the Class M-2 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; seventh, to the Class M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; and eighth, to
the Class A-3 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date. In no event shall Realized Losses be allocated to the
Class A-1 Certificates or the Class A-2 Certificates.

          Any allocation of Realized Losses to a Class O Certificate, a Class B
Certificate, the Mezzanine Certificate, or a Class A-3 Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated.

                                   ARTICLE V

                                THE CERTIFICATES

          Section 5.01 The Certificates.

          Each of the Class A Certificates, the Mezzanine Certificates, the
Class B Certificates, the Class X Certificates, the Class I Certificates, the
Class P Certificates, the Class O Certificates and the Residual Certificates
shall be substantially in the forms annexed hereto as exhibits, and shall, on
original issue, be executed, authenticated and delivered by the Trustee to or
upon the order of the Company concurrently with the sale and assignment to the
Trust of the Trust Fund. The Underwritten Certificates shall be initially
evidenced by one or more Certificates representing a Percentage Interest with a
minimum dollar denomination of $25,000 and integral dollar multiples of $1,000
in excess thereof, except that one Certificate of each such Class of
Certificates may be in a different denomination so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Certificate Principal Balance of such

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Class on the Closing Date. The Class X Certificates, the Class I Certificates,
the Class P Certificates, the Class O Certificates and the Residual Certificates
are issuable in any Percentage Interests; provided, however, that the sum of all
such percentages for each such Class totals 100% and no more than ten
Certificates of each Class may be issued.

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

          Section 5.02 Registration of Transfer and Exchange of Certificates.

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

          Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate
Percentage Interest.

          At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate
Percentage Interests, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute on behalf of the Trust and authenticate and
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer satisfactory to the Trustee and the Certificate Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing.

          (b) Except as provided in paragraph (c) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times:

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

          All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be necessary or desirable to register a
Book-Entry Certificate to the Depository. In the event of any conflict between
the terms of any such Letter of Representation and this Agreement, the terms of
this Agreement shall control.

          (c) If (i)(x) the Depository or the Company advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Company is unable
to locate a qualified successor, (ii) the Company, at its sole option, with the
consent of the Trustee, elects to terminate the book-entry system through the
Depository or (iii) after the occurrence of a Servicing Default, the Certificate
Owners of the Book-Entry Certificates representing not less than 51% of the
Voting Rights advise the Trustee and Depository through the Financial
Intermediaries and the Depository Participants in writing that the continuation
of a book-entry system through the Depository to the exclusion of definitive,
fully registered certificates ("Definitive Certificates") to Certificate Owners
is no longer in the best interests of the Certificate Owners. Upon surrender to
the Certificate Registrar of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall, at the Company's expense, in the case of (ii) above, or the
Seller's expense, in the case of (i) and (iii) above, execute on behalf of the
Trust and authenticate the Definitive Certificates. Neither the Company nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee, the Certificate
Registrar, the Servicer, any Paying Agent and the Company shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

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          (d) No transfer, sale, pledge or other disposition of any Class I
Certificate, Class O Certificate, Class X Certificate or Residual Certificate
shall be made unless such disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws. In the event of any such transfer, except with respect to the initial
transfers of any Class I Certificate, Class O Certificate, Class X Certificate
or Residual Certificates by the Company to NFRC, unless (i) such transfer is
made in reliance upon Rule 144A under the 1933 Act and an investment letter, in
substantially the form attached hereto as Exhibit G, is delivered by the
Transferee to the Trustee) or (ii) a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Trustee and the Company is delivered to them stating that
such transfer may be made pursuant to (x) the 1933 Act, or an exemption thereto,
describing the applicable provision or exemption and the basis therefor, and (y)
the Investment Company Act of 1940, or an exemption thereto, describing the
applicable provision or exemption and the basis therefor, which Opinion of
Counsel shall not be an expense of the Trustee or the Company. The Holder of a
Class I Certificate, Class O Certificate, Class X Certificate or Residual
Certificate desiring to effect such transfer shall, and the Trustee and the
Company 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 a Class I Certificate, Class O Certificate, Class P
Certificate, Class X Certificate or Residual Certificate or any interest therein
shall be made to any Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. (S) 2510.3-101 or
otherwise ("Plan Assets"). Each Person who acquires any Ownership Interest in
such classes of Certificates shall be deemed, by the acceptance or acquisition
of such Ownership Interest, to represent that it is not acquiring such Ownership
Interest with Plan Assets.

          Prior to the expiration of the Second Pre-Funding Period, no transfer
of Class A Certificates, Class B Certificates or Mezzanine Certificates or any
interest therein shall be made to any Person acquiring such Certificates with
Plan Assets. Each Person who acquires any Ownership Interest in such class of
Certificates prior to the expiration of such Second Pre-Funding Period shall be
deemed, by the acceptance or acquisition of such Ownership Interest, to
represent that it is not acquiring such Ownership Interest with Plan Assets.

          Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Company or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

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

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<PAGE>

               (ii) No Person shall acquire an Ownership Interest in a Residual
     Certificate unless such Ownership Interest is a pro rata undivided
     interest.

               (iii) In connection with any proposed transfer of any Ownership
     Interest in a Residual Certificate, the Trustee shall as a condition to
     registration of the transfer, require delivery to it, in form and substance
     satisfactory to it, of each of the following:

               A. an affidavit in the form of Exhibit H hereto from the proposed
     transferee to the effect that such transferee is a Permitted Transferee and
     that it is not acquiring its Ownership Interest in the Residual Certificate
     that is the subject of the proposed transfer as a nominee, Trustee or agent
     for any Person who is not a Permitted Transferee; and

               B. an affidavit in the form of Exhibit I hereto from the proposed
     transferor to the effect that no purpose of the transfer is to impede the
     assessment or collection of any tax.

               (iv) Any attempted or purported transfer of any Ownership
     Interest in a Residual Certificate in violation of the provisions of this
     Section shall be absolutely null and void and shall vest no rights in the
     purported transferee. If any purported transferee shall, in violation of
     the provisions of this Section, become a Holder of a Residual Certificate,
     then the prior Holder of such Residual Certificate that is a Permitted
     Transferee shall, upon discovery that the registration of transfer of such
     Residual Certificate was not in fact permitted by this Section, be restored
     to all rights as Holder thereof retroactive to the date of registration of
     transfer of such Residual Certificate. The Trustee shall be under no
     liability to any Person for any registration of transfer of a Residual
     Certificate that is in fact not permitted by this Section or for making any
     distributions due on such Residual Certificate to the Holder thereof or
     taking any other action with respect to such Holder under the provisions of
     this Agreement so long as the Trustee received the documents specified in
     clause (iii). The Trustee shall be entitled to recover from any Holder of a
     Residual Certificate that was in fact not a Permitted Transferee at the
     time such distributions were made all distributions made on such Residual
     Certificate. Any such distributions so recovered by the Trustee shall be
     distributed and delivered by the Trustee to the prior Holder of such
     Residual Certificate that is a Permitted Transferee.

               (v) If any Person other than a Permitted Transferee acquires any
     Ownership Interest in a Residual Certificate in violation of the
     restrictions in this Section, then the Trustee shall have the right but not
     the obligation, without notice to the Holder of such Residual Certificate
     or any other Person having an Ownership Interest therein, to notify the
     Company to arrange for the sale of such Residual Certificate. The proceeds
     of such sale, net of commissions (which may include commissions payable to
     the Company or its affiliates in connection with such sale), expenses and
     taxes due, if any, will be remitted by the Trustee to the previous Holder
     of such Residual Certificate that is a Permitted Transferee, except that in
     the event that the Trustee determines that the Holder of such Residual
     Certificate may be liable for any amount due under this Section or any

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     other provisions of this Agreement, the Trustee may withhold a
     corresponding amount from such remittance as security for such claim. The
     terms and conditions of any sale under this clause (v) shall be determined
     in the sole discretion of the Trustee and it shall not be liable to any
     Person having an Ownership Interest in a Residual Certificate as a result
     of its exercise of such discretion.

               (vi) If any Person other than a Permitted Transferee acquires any
     Ownership Interest in a Residual Certificate in violation of the
     restrictions in this Section, then the Trustee upon receipt of reasonable
     compensation will provide to the Internal Revenue Service, and to the
     persons specified in Sections 860E(e)(3) and (6) of the Code, information
     needed to compute the tax imposed under Section 860E(e) of the Code on
     transfers of residual interests to disqualified organizations.

     The foregoing provisions of this Section shall cease to apply to transfers
     occurring on or after the date on which there shall have been delivered to
     the Trustee, in form and substance satisfactory to the Trustee, (i) written
     notification from each Rating Agency that the removal of the restrictions
     on Transfer set forth in this Section will not cause such Rating Agency to
     downgrade its rating of the Certificates and (ii) an Opinion of Counsel to
     the effect that such removal will not cause any REMIC created hereunder to
     fail to qualify as a REMIC.

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

          All Certificates surrendered for registration of transfer or exchange
shall be cancelled by the Certificate Registrar and disposed of pursuant to its
standard procedures.

          Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

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          Section 5.04 Persons Deemed Owners.

          The Servicer, the Company, the Trustee, the Certificate Registrar, any
Paying Agent and any agent of the Servicer, the Company, the Trustee, the
Certificate Registrar or any Paying Agent may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, and none of the Servicer, the Trust, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

          Section 5.05 Appointment of Paying Agent.

          (a) The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 4.01 and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation to distribute statements prepared by the Trustee pursuant
to Section 4.03 and provide information to Certificateholders as required
hereunder. The Paying Agent hereunder shall at all times be an entity duly
incorporated and validly existing under the laws of the United States of America
or any state thereof, authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state
authorities. The Paying Agent shall initially be the Trustee. The Trustee may
appoint a successor to act as Paying Agent, which appointment shall be
reasonably satisfactory to the Company.

          (b) The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all
requirements of the Code regarding the withholding of payments in respect of
Federal income taxes due from Certificate Owners and otherwise comply with the
provisions of this Agreement applicable to it.

                                   ARTICLE VI

                          THE SERVICER AND THE COMPANY

          Section 6.01 Liability of the Servicer and the Company.

          The Servicer shall be liable in accordance herewith only to the extent
of the obligations specifically imposed upon and undertaken by Servicer herein.
The Company shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Company.

          Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Company.

          Any entity into which the Servicer or Company may be merged or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer or the Company shall be a party, or any
corporation succeeding to the business of the Servicer or the Company, shall be
the successor of the Servicer or the Company, as the case may be, hereunder,

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without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor Servicer shall satisfy all the
requirements of Section 7.02 with respect to the qualifications of a successor
Servicer.

          Section 6.03 Limitation on Liability of the Servicer and Others.

          Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action by the Servicer in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or negligence in the
performance of duties of the Servicer or by reason of its reckless disregard of
its obligations and duties of the Servicer hereunder.

          The Servicer and any director or officer or employee or agent of the
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Servicer and any director or officer or employee or agent of the Servicer
shall be indemnified by the Trust and held harmless against any loss, liability
or expense incurred in connection with any legal action relating to this
Agreement or the Certificates, including any amount paid to the Trustee pursuant
to Section 6.06(b), other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of its duties hereunder or by reason of
its reckless disregard of its obligations and duties hereunder. The Servicer
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in
accordance with this Agreement, and which in its opinion may involve it in any
expense or liability; provided, however, that the Servicer may in its sole
discretion undertake any such action which it may deem necessary or desirable in
respect of this Agreement, and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder. In such event, the reasonable
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Servicer shall be
entitled to be reimbursed therefor. The Servicer's right to indemnity or
reimbursement pursuant to this Section 6.03 shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or
termination). Any reimbursements or indemnification to the Servicer from the
Trust pursuant to this Section 6.03 shall be payable in the priority set forth
in Section 4.01 hereof.

          Section 6.04 Servicer Not to Resign.

          Subject to the provisions of Section 6.02, the Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) upon
determination that the performance of its obligations or duties hereunder are no
longer permissible under applicable law or (ii) upon satisfaction of the
following conditions: (a) the Servicer has proposed a successor servicer to the

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Trustee in writing and such proposed successor servicer is reasonably acceptable
to the Trustee; and (b) each Rating Agency shall have delivered a letter to the
Trustee prior to the appointment of the successor servicer stating that the
proposed appointment of such successor servicer as Servicer hereunder will not
result in the reduction or withdrawal of then current rating of the
Certificates; provided, however, that no such resignation by the Servicer shall
become effective until such successor servicer or, in the case of (i) above, the
Trustee or its designee as successor Servicer shall have assumed the Servicer's
responsibilities and obligations hereunder or shall have designated a successor
servicer in accordance with Section 7.02. Any such resignation shall not relieve
the Servicer of responsibility for any of the obligations specified in Sections
7.01 and 7.02 as obligations that survive the resignation or termination of the
Servicer. The Servicer shall have no claim (whether by subrogation or otherwise)
or other action against any Certificateholder for any amounts paid by the
Servicer pursuant to any provision of this Pooling and Agreement. Any such
determination permitting the resignation of the Servicer under clause (i) above
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee.

          Section 6.05 Delegation of Duties.

          In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with the same
standards with which the Servicer complies pursuant to Section 3.01. Such
delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04.

          Section 6.06 Servicer to Pay Trustee's Fees and Expenses;
Indemnification.

          (a) The Servicer covenants and agrees to pay to the Trustee and any
co-trustee of the Trustee from time to time, and the Trustee and any such
co-trustee shall be entitled to, reasonable compensation, including all
indemnification payments (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) for all services
rendered by each of them in the execution of the trusts created hereunder and in
the exercise and performance of any of the powers and duties and the Servicer
will pay or reimburse the Trustee and any co-trustee upon request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or any co-trustee of the Trustee in accordance with any of the provisions of
this Agreement except any such expense, disbursement or advance as may arise
from its negligence or bad faith.

          (b) The Servicer agrees to indemnify the Trustee for, and to defend
and hold, the Trustee harmless against, any claim, tax, penalty, loss, liability
or expense of any kind whatsoever, incurred without gross negligence or willful
misconduct on the part of the Trustee as such and/or in its individual capacity,
arising out of, or in connection with, the performance of the Trustee's duties
under this Agreement or the other Basic Documents, including the reasonable
costs and expenses (including reasonable legal fees and expenses) of defending
itself against any claim in connection with the exercise or performance of any
of its powers or duties hereunder, provided that:

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               (i) with respect to any such claim, the Trustee shall have given
     the Servicer written notice thereof promptly after the Trustee shall have
     actual knowledge thereof;

               (ii) while maintaining control over its own defense, the Trustee
     shall cooperate and consult fully with the Servicer in preparing such
     defense; and

               (iii) notwithstanding anything in this Agreement to the contrary,
     the Servicer shall not be liable for settlement of any claim by the Trustee
     entered into without the prior consent of the Servicer, which consent shall
     not be unreasonably withheld.

          No termination of this Agreement and resignation and removal of the
Trustee shall affect the obligations created by this Section 6.06 of the
Servicer to indemnify the Trustee under the conditions and to the extent set
forth herein. This section shall survive the termination of this Agreement and
resignation and removal of the Trustee. Any amounts to be paid by the Servicer
pursuant to this Subsection may not be paid from the Trust Fund except as
provided in Section 6.03.

          Notwithstanding the foregoing, the indemnification provided by the
Servicer in this Section 6.06 shall not pertain to any loss, liability or
expense of the Trustee including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders, as the case may be, pursuant to the
terms of this Agreement.

          (c) The Servicer agrees to indemnify the Trust Fund in an amount equal
to the amount of any claim made under a MI Policy for which coverage is denied
by the MI Insurer because (and if the MI Insurer's denial of coverage is
contested by the Servicer, a court or arbitrator finally determines that
coverage is not available under the MI Policy because) of the Servicer's failure
to abide by the terms of the MI Policy or the MI Insurance Agreement or the
Servicer's failure to abide by the NFI Underwriting Guidelines or the NFI
Servicing Guidelines, as attached to the MI Insurance Agreement.

          (d) In the event the Trustee becomes the Servicer pursuant to Section
7.02 hereof, the Trustee shall not be obligated, in its individual capacity, to
pay any obligation of the Servicer under clause (a), (b) or (c) above.

                                  ARTICLE VII

                                    DEFAULT

          Section 7.01 Servicing Default.

          (a) If any one of the following events (a "Servicing Default") shall
occur and be continuing:

               (i) Any failure by the Servicer to deposit in the Collection
     Account or Distribution Account (A) any Advances and Compensating Interest
     or (B) any other Deposit required to be made under the terms of this
     Agreement, which, in the case of this

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     clause (B), continues unremedied for a period of three Business Days after
     the date upon which written notice of such failure shall have been given to
     the Servicer by the Trustee or to the Servicer and the Trustee by the
     Holders of Certificates evidencing at least 25% of the Voting Rights; or

               (ii) Failure on the part of the Servicer duly to observe or
     perform in any material respect any other covenants or agreements of the
     Servicer set forth in this Agreement, which failure, in each case,
     materially and adversely affects the interests of Certificateholders or the
     breach of any representation or warranty of the Servicer in this Agreement
     which materially and adversely affects the interests of the
     Certificateholders, and which in either case 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, and stating that such notice is
     a "Notice of Default" hereunder, shall have been given to the Servicer by
     the Trustee or to the Servicer and the Trustee by the Holders of
     Certificates evidencing at least 25% of the Voting Rights; or

               (iii) The entry against the Servicer of a decree or order by a
     court or agency or supervisory authority having jurisdiction in the
     premises for the appointment of a trustee, conservator, receiver or
     liquidator in any insolvency, conservatorship, receivership, readjustment
     of debt, marshaling of assets and liabilities or similar proceedings, or
     for the winding up or liquidation of its affairs, and the continuance of
     any such decree or order unstayed and in effect for a period of 60
     consecutive days; or

               (iv) The Servicer shall voluntarily go into liquidation, consent
     to the appointment of a conservator, receiver, liquidator or similar person
     in any insolvency, readjustment of debt, marshaling of assets and
     liabilities or similar proceedings of or relating to the Servicer or of or
     relating to all or substantially all of its property, or a decree or order
     of a court, agency or supervisory authority having jurisdiction in the
     premises for the appointment of a conservator, receiver, liquidator or
     similar person in any insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the Servicer
     and such decree or order shall have remained in force undischarged,
     unbonded or unstayed for a period of 60 days; or the Servicer shall admit
     in writing its inability to pay its debts generally as they become due,
     file a petition to take advantage of any applicable insolvency or
     reorganization statute, make an assignment for the benefit of its creditors
     or voluntarily suspend payment of its obligations; or

               (v) The Cumulative Loss Percentage exceeds (a) with respect to
     the first 12 Distribution Dates, 1.35% of the Cut-off Date Aggregate
     Principal Balance, (b) with respect to the next 12 Distribution Dates,
     2.00% of the Cut-off Date Aggregate Principal Balance, (c) with respect to
     the next 12 Distribution Dates, 3.00% of the Cut-off Date Aggregate
     Principal Balance, (d) with respect to the next 12 Distribution Dates,
     3.75% of the Cut-off Date Aggregate Principal Balance, (e) with respect to
     the next 12 Distribution Dates, 4.75% of the Cut-off Date Aggregate
     Principal Balance, (f) and with respect to all Distribution Dates
     thereafter, 6.00% of the Cut-off Date Aggregate Principal Balance; or

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               (vi) Realized Losses on the Mortgage Loans over any twelve-month
     period exceeds 1.75% of the sum of the aggregate Principal Balance of the
     Closing Date Mortgage Loans as of the Cut-off Date and the Original
     Pre-Funded Amount; or

               (vii) The Rolling 90 Day Delinquency Percentage exceeds 19.00%.

          (b) then, and in each and every such case, so long as a Servicing
Default shall not have been remedied within the applicable grace period, (x)
with respect solely to clause (i)(A) above, if such Advance is not made by 5:00
P.M., New York time, on the Business Day immediately following the Servicer
Remittance Date (provided the Trustee shall give the Servicer notice of such
failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date),
the Trustee shall terminate all of the rights and obligations of the Servicer
under this Agreement and the Trustee, or a successor servicer appointed in
accordance with Section 7.02, shall assume, pursuant to Section 7.02, the duties
of a successor Servicer and (y) in the case of (i)(B), (ii), (iii), (iv), (v)
and (vi) and (vii) above, the Trustee shall, at the direction of the Holders of
Certificates evidencing at least 51% of the Voters Rights, by notice then given
in writing to the Servicer (and to the Trustee if given by Holders of
Certificates), terminate all of the rights and obligations of the Servicer as
servicer under this Agreement. Any such notice to the Servicer shall also be
given to the Trustee, each Rating Agency, the Company and the Seller. On or
after the receipt by the Servicer (and by the Trustee if such notice is given by
the Holders) of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee or other
Successor Servicer appointed in accordance with Section 7.02.

          Section 7.02 Trustee to Act; Appointment of Successor.

          (a) Within 90 days of the time the Servicer (and the Trustee if notice
is sent by the Holders) receives a notice of termination pursuant to Section
7.01, the Trustee (or such other successor Servicer as is approved in accordance
with this Agreement) shall be the successor in all respects to the Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on and after its succession. Notwithstanding the foregoing, the
parties hereto agree that the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make Advances;
provided however, that the obligation of the Trustee to make Advances is subject
to the standards set forth in Section 3.24 hereof. Notwithstanding the
foregoing, the Trustee, in its capacity as successor Servicer, shall not be
responsible for the lack of information and/or documents that it cannot obtain
through reasonable efforts. As compensation therefor, the Trustee (or such other
successor Servicer) shall be entitled to such compensation as the Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution, bank or other mortgage loan or
home equity loan servicer having a net worth of not less than $10,000,000 as the
successor to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
that the appointment of any such successor Servicer will not result in the
qualification, reduction or

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withdrawal of the ratings assigned to the Certificates by the Rating Agencies as
evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the
Trustee and such successor shall agree, not to exceed the Servicing Fee). The
appointment of a successor Servicer shall not affect any liability of the
predecessor Servicer which may have arisen under this Agreement prior to its
termination as Servicer to pay any deductible under an insurance policy pursuant
to Section 3.14 or to indemnify the Trustee pursuant to Section 3.06, nor shall
any successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. The Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. All Servicing Transfer
Costs shall be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer defaults in its
obligation to pay such costs, such costs shall be paid by the successor Servicer
or the Trustee (in which case the successor Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust).

          (b) Any successor, including the Trustee, to the Servicer as servicer
shall during the term of its service as servicer continue to service and
administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.14.

          (c) In connection with the termination or resignation of the Servicer
hereunder, either (i) the 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
Mortgages 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 Loans or servicing of such Mortgage Loan on
the MERS System to the successor Servicer. The predecessor Servicer shall file
or cause to be filed any such assignment in the appropriate recording offices.
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 (c). The successor Servicer
shall cause assignment to be delivered to the Trustee promptly upon receipt of
the original with evidence of recording thereon or a copy certified by the
public recording office in which such assignment was recorded.

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          Section 7.03 Waiver of Defaults.

          The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII by delivering written notice to the
Trustee, provided, however, that the Majority Certificateholders may not waive a
default in making a required distribution on a Certificate without the consent
of the Holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist and any Servicing Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto except to the extent expressly so waived. Notice of any such
waiver shall be given by the Trustee to the Rating Agencies.

          Section 7.04 Notification to Certificateholders.

          (a) Upon any termination or appointment of a successor the Servicer
pursuant to this Article VII, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing in the
Certificate Register and each Rating Agency.

          (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicing Default for five Business Days after a Responsible Officer of the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to all Certificateholders notice of such occurrence unless such
default or Servicing Default shall have been waived or cured.

          Section 7.05 Survivability of Servicer Liabilities.

          Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to
such termination shall survive such termination.

                                  ARTICLE VIII

                                  THE TRUSTEE

          Section 8.01 Duties of the Trustee.

          If a Servicing Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Agreement and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

          (a) Except during the continuance of a Servicing Default:

               (i) the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Agreement with respect to the
     Trustee and no implied covenants or obligations shall be read into this
     Agreement against the Trustee; and

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               (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Agreement; provided,
     however, that the Trustee shall examine the certificates and opinions
     delivered to it to determine whether or not they conform to the
     requirements of this Agreement.

          (b) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i) this paragraph does not limit the effect of paragraph (b) of
     this Section 8.01;

               (ii) the Trustee shall not be liable for any error of judgment
     made in good faith by its Responsible Officer unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

               (iii) the Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with a direction
     received by it from the Majority Certificateholders.

          The Trustee shall not be liable for interest on any money received by
the Trustee.

          Money held in trust by the Trustee need not be segregated from other
trust funds except to the extent required by law or the terms of this Agreement.

          No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

          Subject to the other provisions of this Agreement and without limiting
the generality of this Section 8.01, the Trustee shall have no duty (A) to see
to any recording, filing or depositing of this Agreement or any agreement
referred to herein or any financing statement or continuation statement
evidencing a security interest, or to see to the maintenance of any such
recording or filing or depositing or to any rerecording, refiling or
redepositing of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or any
lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund other than from funds available in the
Distribution Account, or (D) to confirm or verify the contents of any reports or
certificates of the Servicer delivered to the Trustee believed by the Trustee to
be genuine and to have been signed or presented by the proper party or parties.

          (c) The Trustee shall act as successor to the Servicer to the extent
provided in Section 7.02 hereof.

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          (d) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice or knowledge of any Servicing Default unless a Responsible
Officer assigned to and working in the Trustee's corporate trust department has
actual knowledge thereof or unless written notice of any event which is in fact
such Servicing Default is received by the Trustee at the Corporate Trust Office,
and such notice references the Certificates generally, the Trust, or this
Agreement.

          The Trustee is hereby authorized to execute and shall execute this
Agreement, the Purchase Agreement, and the Converted Loan Purchase Agreement,
and shall perform their respective duties and satisfy their respective
obligations thereunder. Every provision of this Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall apply to the Trustee's execution of this Agreement, the Purchase
Agreement, and the Converted Loan Purchase Agreement, and the performance of
their respective duties and satisfaction of its obligations hereunder and
thereunder.

          Section 8.02 Rights of Trustee.

          The Trustee may rely and shall be protected in acting or refraining
from acting on any resolution, officer's certificate, opinion of counsel,
certificate of auditors or other certificate, statement, instrument, or document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

          Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel reasonably satisfactory in form
and substance to the Trustee which Officer's Certificate or Opinion of Counsel
shall not be at the expense of the Trustee or the Trust Fund. The Trustee shall
not be liable for any action either of them takes or omits to take in good faith
in reliance on an Officer's Certificate or Opinion of Counsel.

          The Trustee may execute any of its trusts or powers hereunder and the
Trustee may perform any of its respective duties hereunder either directly or by
or through agents or attorneys or a custodian or nominee and the Trustee shall
have no liability for any misconduct or negligence on the part of such agent,
attorney or custodian appointed by the Trustee with due care.

          The Trustee shall not be liable for any action either of them takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

          The Trustee may consult with counsel chosen by it with due care, and
the advice or opinion of counsel with respect to legal matters relating to this
Agreement and the Certificates shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered by
either of them hereunder in good faith and in accordance with the advice or
opinion of such counsel.

          The Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Certificateholders, pursuant to the

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provisions of this Agreement, unless such Certificateholders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby (which in the case of the
Majority Certificateholders will be deemed to be satisfied by a letter agreement
with respect to such costs from such Majority Certificateholders); nothing
contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicing Default of which a Responsible Officer of the Trustee
shall have actual knowledge (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

          The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do by the Majority
Certificateholders; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to taking any such action. The reasonable
expense of every such examination shall be paid by the Servicer or, if paid by
the Trustee, shall be repaid by the Servicer upon demand from the Servicer's own
funds.

          The rights of the Trustee to perform any discretionary act enumerated
in this Agreement shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct in the
performance of such act.

          The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers granted
hereunder.

          Section 8.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may otherwise deal with the Seller or its
Affiliates with the same rights it would have if it were not Trustee. Any
Certificates Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Trustee must comply with Section 8.11 hereof.

          Section 8.04 Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Agreement or the Certificates, or of any
Mortgage Loan or related document, or of MERS or the MERS System. The Trustee
shall not be accountable for the use of the proceeds from the Certificates, and
the Trustee shall not be responsible for any statement of the Trust in this
Agreement or in any document issued in connection with the sale of the
Certificates or in the Certificates other than the Trustee's or the Certificate
Registrar's certificate of authentication.

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          Section 8.05 Notice of Servicing Default.

          The Trustee shall mail to each Certificateholder notice of the
Servicing Default within 10 days after a Responsible Officer has actual
knowledge thereof unless such Servicing Default shall have been waived or cured.
Except in the case of a Servicing Default in payment of principal of or interest
on any Certificate, the Trustee may withhold the notice if and so long as it in
good faith determines that withholding the notice is in the interests of
Certificateholders.

          Section 8.06 [Reserved].

          Section 8.07 Compensation and Indemnity.

          The amount of the Trustee Fee and Custodian Fee shall be paid to the
Trustee and Custodian, respectively, on each Distribution Date pursuant to
Section 4.01(a)(i) of this Agreement, and all amounts owing to the Trustee
hereunder in excess of such amount shall be paid solely as provided in this
Agreement. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust.

          Section 8.08 Replacement of Trustee.

          No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by
the successor Trustee pursuant to this Section 8.08. The Trustee may resign at
any time by so notifying the Company. The Majority Certificateholders may at any
time remove the Trustee by so notifying the Company and the Trustee and the
Company and may appoint a successor Trustee. The Company shall remove the
Trustee if:

          (a) the Trustee fails to comply with Section 8.11 hereof;

          (b) the Trustee is adjudged a bankrupt or insolvent;

          (c) a receiver or other public officer takes charge of the Trustee or
its respective property; or

          (d) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee, the Company, the Trustee and the Servicer.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee or under this Agreement. The successor Trustee shall mail
a notice of its succession to the Certificateholders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee.

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          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, the
Trustee or the Majority Certificateholders may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          Section 8.09 Successor Trustee by Merger.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation, without any further act, shall be the successor Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 8.11 hereof.

          If at the time such successor or successors by merger, conversion or
consolidation to the Trustee, shall succeed to the trusts created by this
Agreement and any of the Certificates shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Certificates so
authenticated; and if at that time any of the Certificates shall not have been
authenticated, any successor to the Trustee may authenticate such Certificates
either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full
force as the Certificates or this Agreement provide that such certificates of
the Trustee shall have.

          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 requirement of any jurisdiction in which
any part of the Trust Fund may at the time be located, the Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, 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 hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.11 hereof and notice to, and no consent of the
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required.

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

          (a) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Trustee joining in such act), except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be
performed the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any

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portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of
the Trustee;

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

          (c) the Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.

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

          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 Eligibility; Disqualification.

          The Trustee shall be a corporation or association organized and doing
business under the laws of a state of the United States. The Trustee is subject
to supervision or examination by federal or state authority. The Trustee shall
at all times be reasonably acceptable to the Company and authorized to exercise
corporate trust powers. The Trustee shall have a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report of
condition and it or its parent shall have a long-term debt rating of Baa3 or
better by Moody's and BBB or better by Standard & Poor's.

          Section 8.12 [Reserved].

          Section 8.13 Representations and Warranties.

          (a) The Trustee hereby represents that:

               (i) The Trustee is duly organized and validly existing as a New
     York banking corporation in good standing under the laws of the State of
     New York with power and authority to own its properties and to conduct its
     business as such properties are currently owned and such business is
     presently conducted;

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               (ii) The Trustee has the power and authority to execute and
     deliver this Agreement and to carry out its terms; and the execution,
     delivery and performance of this Agreement have been duly authorized by the
     Trustee by all necessary corporate action;

               (iii) The consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the terms and provisions of, or constitute
     (with or without notice or lapse of time) a default under, the articles of
     organization or bylaws of the Trustee or any agreement or other instrument
     to which the Trustee is a party or by which it is bound; and

               (iv) To the Trustee's best knowledge, there are no proceedings or
     investigations pending or threatened before any court, regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Trustee or its properties: (A) asserting the
     invalidity of this Agreement, (B) seeking to prevent the consummation of
     any of the transactions contemplated by this Agreement or (C) seeking any
     determination or ruling that might materially and adversely affect the
     performance by the Trustee of its obligations under, or the validity or
     enforceability of, this Agreement.

          Section 8.14 Directions to Trustee.

          The Trustee is hereby directed:

          (a) to accept the Mortgage Loans and hold the assets of the Trust Fund
in trust for the Certificateholders;

          (b) to authenticate and deliver the Certificates of each Class
substantially in the forms prescribed by Exhibits A-1, A-2, A-3, A-4, A-5, A-7,
A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16, and A-17 in accordance with
the terms of this Agreement; and

          (c) to take all other actions as shall be required to be taken by the
terms of this Agreement.

          Section 8.15 The Agents.

          The provisions of this Agreement relating to the limitations of the
Trustee's liability and to its indemnity shall inure also to the Paying Agent,
and the Certificate Registrar.

          Section 8.16 Reports by the Trustee; Trust Fiscal Year.

          The Trustee, on behalf of the Trust, shall:

          (a) file with the Commission, on behalf of the Trust, the annual
reports and information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Trust may be required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. Such filings
shall be as follows: within 15 days after each Distribution Date, the Trustee,
on behalf of the Trust, shall file with the Commission via the Electronic Data
Gathering, Analysis and Retrieval System, a Form 8-K with a copy of the
statement to Certificateholders for such

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Distribution Date as an exhibit thereto. Prior to January 31, 2004, the Trustee,
shall file a Form 15 Suspension Notification with respect to the Trust Fund, if
applicable. Prior to March 31, 2004, the Trustee, on behalf of the Trust, shall
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust Fund. The Company will prepare and execute any certifications to be
filed with the Form 10-K as required under the Sarbanes-Oxley Act of 2002. The
Trust hereby grants to the Trustee, a limited power of attorney to execute and
file each such document on behalf of the Trust. Such power of attorney shall
continue until the termination of the Trust Fund. The Trustee, on behalf of the
Trust, shall deliver to the Seller within three Business Days after filing any
Form 8-K or Form 10-K pursuant to this Section 8.16 a copy of such Form 8-K or
Form 10-K, as the case may be; and

          (b) file with the Commission (with copies to the Seller and the
Company) in accordance with rules and regulations prescribed from time to time
by the Commission such additional information, documents and reports with
respect to compliance by the Trust with the conditions and covenants of this
Agreement as may be required from time to time by such rules and regulations.

          The fiscal year of the Trust shall end on December 31 of each year.

          Section 8.17 Execution of the Novation and Swap Agreements.

          The Company hereby directs the Trustee to enter into and execute the
Novation Agreement and the Swap Agreement on the Closing Date on behalf of the
Trust. The Seller, the Company, the Servicer and the Certificateholders (by
their acceptance of such Certificates) acknowledge that JPMorgan Chase Bank is
entering into the Novation Agreement and the Swap Agreement solely in its
capacity as Trustee of the Trust Fund and not in its individual capacity.

                                   ARTICLE IX

                                   [Reserved]

                                   ARTICLE X

                              REMIC ADMINISTRATION

          Section 10.01 REMIC Administration.

          (a) [Reserved].

          (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 860G(a)(9) of the Code.

          (c) The Servicer shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to each REMIC that involve the Internal Revenue Service or state
tax authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are

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attributable to the negligence or willful misconduct of the Servicer in
fulfilling its duties hereunder. The Servicer shall be entitled to reimbursement
of expenses to the extent provided in clause (i) above from the Collection
Account.

          (d) The Trustee shall (a) maintain (or cause to be maintained) the
books of the Trust on a calendar year basis using the accrual method of
accounting, (b) deliver (or cause to be delivered) to each Certificateholder as
may be required by the Code and applicable Treasury Regulations, including the
REMIC Provisions, such information as may be required to enable each
Certificateholder to prepare its federal and state income tax returns, (c)
prepare and file or cause to be prepared and filed such Tax Returns relating to
the Trust as may be required by the Code and applicable Treasury Regulations
(including timely making elections to treat specified assets of the Trust as one
or more REMICs for federal income tax purposes and any other such elections as
may from time to time be required or appropriate under any applicable state or
federal statutes, rules or regulations), (d) collect or cause to be collected
any required withholding tax with respect to income or distributions to
Certificateholders and prepare or cause to be prepared the appropriate forms
relating thereto and (e) maintain records as required by the REMIC Provisions.

          (e) The Holder of the Residual Certificate at any time holding the
largest Percentage Interest thereof shall be the "tax matters person" as defined
in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC
and shall act as Tax Matters Person for each REMIC. The Trustee, as agent for
the Tax Matters Person, shall perform on behalf of each REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under the
Code, the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
if required by the Code, the REMIC Provisions, or other such guidance, the
Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury
or other governmental authority such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Disqualified Organization or non-U.S. Person and (ii) to the Certificateholders
such information or reports as are required by the Code or REMIC Provisions.

          (f) The Trustee, the Servicer and the Holders of Certificates shall
take any action or cause the REMIC to take any action necessary to create or
maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee, the Servicer nor the Holder of any Residual Certificate shall take
any action, cause any REMIC created hereunder to take any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of such
REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC
(including but not limited to the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on prohibited contributions set forth on
Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee and the Servicer have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee and the Servicer,
or their respective designees,

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in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to any REMIC, and no such Person shall take any such
action or cause any REMIC to take any such action as to which the Trustee or the
Servicer has advised it in writing that an Adverse REMIC Event could occur.

          (g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related REMIC.

          (h) The Trustee, as agent for the Tax Matters Person, shall, for
federal income tax purposes, maintain books and records with respect to each
REMIC created hereunder on a calendar year and on an accrual basis.

          (i) After the Pre-Funding Period, no additional contributions of
assets shall be made to any REMIC created hereunder, except as expressly
provided in this Agreement with respect to Qualified Replacement Mortgages.

          (j) Neither of the Trustee nor the Servicer shall enter into any
arrangement by which any REMIC created hereunder will receive a fee or other
compensation for services.

          (k) The Trustee will apply for an Employee Identification Number from
the Internal Revenue Service via a Form SS-4 or other acceptable method for
REMIC I, REMIC II and REMIC III and the Master REMIC.

          (l) The Trustee shall treat each Supplemental Interest Trust as an
outside reserve fund within the meaning of Treasury Regulation Section
1.860G-2(h) that is owned by the holders of the Class X, Class O and Class R
Certificates and that is not an asset of any REMIC. The Trustee shall treat the
rights of the holders of the Underwritten Certificates to receive any interest
payments in excess of the REMIC Pass-Through Rate on the Master REMIC Regular
Interest corresponding to such Class of Certificates as rights in an interest
rate cap contract written by the Class X Certificateholders in favor of the
holders of the Underwritten Certificates. Thus, each Underwritten Certificate
shall be treated as representing not only ownership of a regular interest in the
Master REMIC, but also ownership of an interest in an interest rate cap
contract. Notwithstanding the priority and sources of payments set forth in
Article IV hereof or otherwise, the Trustee shall account for all distributions
on the Certificates as set forth in this section. In no event shall any payments
provided for in this section be treated as payments with respect to a "regular
interest" in a REMIC within the meaning of Code Section 860G(a)(1).

          Section 10.02 Prohibited Transactions and Activities.

          None of the Company, the Servicer nor the Trustee shall sell, dispose
of, or substitute for any of the Mortgage Loans, if such disposition,
acquisition, substitution, or acceptance would (a) affect adversely the status
of any REMIC created hereunder as a REMIC or

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(b) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC Provisions.

                                   ARTICLE XI

                                   TERMINATION

          Section 11.01 Termination.

          (a) The respective obligations and responsibilities of the Seller, the
Servicer, the Company and the Trustee created hereby (other than the obligation
of the Trustee to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Servicer to send certain notices as
hereinafter set forth and the obligation of the Servicer to indemnify the
Trustee in accordance with Section 6.06) shall terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below and (iv) the Distribution Date in December 2033. Notwithstanding the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James, living on the date hereof.

          The Servicer may, at its option, terminate this Agreement on any date
on which the aggregate of the Principal Balances of the Mortgage Loans on such
date is equal to or less than 10% of the Maximum Collateral Amount, by
purchasing, on the next succeeding Distribution Date, all of the outstanding
Mortgage Loans and REO Properties at a price equal to the greater of the
Principal Balance of the Mortgage Loans and REO Properties or the market value
of the Mortgage Loans and REO Properties, in each case plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through the end
of the Due Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
Mortgage Loans and REO Properties, any accrued and unpaid Available Funds Cap
Shortfall Amount and Available Funds Cap Carryforward Amount and any unpaid
amount due the Trustee and the Custodian under this Agreement; provided,
however, that in no event shall such price be less than the amount necessary to
pay the sum of (i) 100% of the aggregate Certificate Principal Balance of each
Class of Certificates, (ii) accrued and unpaid interest thereon at the related
Pass-Through Rate through the date on which the trust is terminated and (iii)
any unpaid Administrative Fees (the "Termination Price"); provided, however,
that such option may only be exercised if the Termination Price is sufficient to
pay all interest accrued on, as well as amounts necessary to retire the
principal balance of, each class of net interest margin notes issued pursuant to
the Indenture at the time the option is exercised.

          In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

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          Any such purchase shall be accomplished by deposit into the
Distribution Account on the Distribution Date of the Termination Price.

          (b) In the event that the Certificate Principal Balances of all of the
Class A, Mezzanine and Class B Certificates have not been reduced to zero by the
Distribution Date in December 2033, the Trustee, shall (i) sign a plan of
complete liquidation of each REMIC created hereunder meeting the requirements of
a "Qualified Liquidation" under Section 860F of the Code and any regulations
thereunder, (ii) sell all of the assets of the Trust Fund for cash in a
commercially reasonable manner to maximize the value thereof, pursuant to the
terms of the plan of complete liquidation, (iii) distribute the proceeds of the
sale to the Certificateholders in accordance with Section 4.01 hereof, and (iv)
terminate the Trust. By their acceptance of Certificates, the Holders thereof
hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such
a plan of complete liquidation (and the Certificateholders hereby appoint the
Trustee as their attorney in fact to sign such a plan) as appropriate and (ii)
to take such other action in connection therewith as may be reasonably required
to carry out such plan of complete liquidation in accordance with the terms
thereof.

          (c) Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee upon the Trustee receiving notice of such date from the Servicer, by
letter to the Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying (1) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated, (2) the
amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.

          (d) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Section 4.01 for such
Distribution Date.

          (e) In the event that all Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before such final
Distribution Date, the Trustee shall promptly following such date cause all
funds in the Distribution Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate Servicing Account for
the benefit of such Certificateholders, and the Servicer (if the Servicer has
exercised its right to purchase the Mortgage Loans) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders, to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Residual
Certificateholder shall be entitled

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to all unclaimed funds and other assets which remain subject hereto, and the
Trustee upon transfer of such funds shall be discharged of any responsibility
for such funds, and the Certificateholders shall look to the Residual
Certificateholder for payment.

          Section 11.02 Additional Termination Requirements.

          (a) In the event that the Servicer exercises its purchase option as
provided in Section 11.01 or the Trustee terminates the Trust, each REMIC shall
be terminated in accordance with the following additional requirements, unless
the Trustee shall have been furnished with an Opinion of Counsel to the effect
that the failure of the Trust to comply with the requirements of this Section
will not (i) result in the imposition of taxes on "prohibited transactions" of
the Trust as defined in Section 860F of the Code or (ii) cause any REMIC
constituting part of the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

               (i) Within 90 days prior to the final Distribution Date, the
     Servicer shall adopt and the Trustee shall sign a plan of complete
     liquidation of each REMIC created hereunder meeting the requirements of a
     "Qualified Liquidation" under Section 860F of the Code and any regulations
     thereunder; and

               (ii) At or after the time of adoption of such a plan of complete
     liquidation and at or prior to the final Distribution Date, the Trustee
     shall sell all of the assets of the Trust Fund to the Servicer for cash
     pursuant to the terms of the plan of complete liquidation.

          (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan
of complete liquidation (and the Certificateholders hereby appoint the Trustee
as their attorney in fact to sign such plan) as appropriate and (ii) to take
such other action in connection therewith as may be reasonably required to carry
out such plan of complete liquidation all in accordance with the terms hereof.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

          Section 12.01 Amendment.

          This Agreement may be amended from time to time by the parties hereto,
and without the consent of the Certificateholders or the Swap Counterparties (i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein which
may be defective or inconsistent with any other provisions herein or (iii) to
make any other provisions with respect to matters or questions arising under
this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that any such action listed in clause (i) through
(iii) above shall be deemed not to adversely affect in any respect the interests
of (A) any Certificateholder, if evidenced by (i) written notice to the Company,
the Servicer and the Trustee from the Rating Agencies that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class of
Certificates with respect to which it is a Rating Agency or (ii) an Opinion of
Counsel delivered to the Servicer, the Company and the Trustee and (B) any Swap
Counterparty, if evidenced by an Opinion of Counsel delivered to the Servicer,
the Company, the

                                       86

<PAGE>

Trustee and each Swap Counterparty. This Agreement may be amended by the parties
hereto without the consent of the Swap Counterparties after the Class I
Termination Date.

          In addition, this Agreement may be amended from time to time by the
parties hereto with the consent of the Majority Certificateholders for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment or waiver
shall (w) reduce in any manner the amount of, or delay the timing of, payments
on the Certificates or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate, (x) 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 (w) above, without
the consent of the Holders of Certificates of such Class evidencing at least a
66% Percentage Interest in such Class, (y) reduce the percentage of Voting
Rights required by clause (x) above without the consent of the Holders of all
Certificates of such Class then outstanding or (z) have a material adverse
effect on the interests of the Swap Counterparties without such Swap
Counterparties' consent. Upon approval of an amendment, a copy of such amendment
shall be sent to the Rating Agencies.

          Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by (and at the expense of)
the Person seeking such Amendment, to the effect that such amendment will not
result in the imposition of a tax on any REMIC created hereunder constituting
part of the Trust Fund pursuant to the REMIC Provisions or cause any REMIC
created hereunder constituting part of the Trust to fail to qualify as a REMIC
at any time that any Certificates are outstanding and that the amendment is
being made in accordance with the terms hereof. Additionally, prior to entering
into any amendment, the Trustee shall be entitled to receive from the party
requesting such amendment an opinion of counsel stating that such amendment is
authorized any permitted pursuant to the terms of this Agreement.

          Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such
Person is Seller or the Servicer (but in no event at the expense of the
Trustee), otherwise at the expense of the Trust, a copy of such amendment and
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders under
this Section 12.01 to approve the particular form of any proposed amendment;
instead it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

          The Trustee shall not be obligated to enter into any amendment
pursuant to this Section 12.01 that affects its rights, duties and immunities
under this Agreement or otherwise.

                                       87

<PAGE>

          Section 12.02 Recordation of Agreement; Counterparts.

          To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Trust, but only upon direction of
Certificateholders accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

          Section 12.03 Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

          Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

          No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and

                                       88

<PAGE>

for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section 12.03 each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

          Section 12.04 Governing Law; Jurisdiction.

          This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws. With respect to any
claim arising out of this Agreement, each party irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

          Section 12.05 Notices.

          All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed
by certified mail, return receipt requested, or sent by reputable overnight
courier service to:

          (a) in the case of the Company:

                    NovaStar Mortgage Funding Corporation
                    8140 Ward Parkway
                    Suite 300
                    Kansas City, Missouri 64114
                    Attention: Matt Kaltenrieder

          (b) in the case of the Servicer or the Seller:

                    NovaStar Mortgage, Inc.
                    8140 Ward Parkway
                    Suite 300
                    Kansas City, Missouri 64114
                    Attention: Matt Kaltenrieder

          (c) in the case of Rating Agencies:

                    Moody's Investors Service Inc.
                    99 Church Street
                    New York, New York 10007
                    Attention: Karin Kelner

                                       89

<PAGE>

                    Standard & Poor's
                    26 Broadway
                    New York, New York 10004-1064
                    Attention: Scott Mason

                    Fitch Ratings
                    One State Street Plaza, 32nd Floor
                    New York, New York 10004

          (d) in the case of the Custodian:

                    Wachovia Bank, National Association
                    4527 Metropolitan Court
                    Suite C
                    Frederick, MD 21704
                    Attn: Edwin Aquino
                    Tel: (301)874-4531
                    Fax: (301)874-6055
                    Attention: Structured Finance Trust Services (NovaStar
                    Mortgage Funding Trust, Series 2003-3)

          (e) in the case of the Trustee:

                    JPMorgan Chase Bank
                    4 New York Plaza, 6th Floor
                    New York, NY 10004-2477
                    Attention: Institutional Trust Services (NovaStar Mortgage
                    Funding Trust, Series 2003-3)

          (f) in the case of the Greenwich Capital Derivatives, Inc., as Swap
Counterparty:

                    Greenwich Capital Derivatives, Inc.
                    600 Steamboat Road
                    Greenwich, CT 08830
                    Attention: Legal Dept./Credit Dept.
                    Tel: (203)618-2531/32
                    Fax: (203)618-2533

     or, as to each party, at such other address as shall be designated by such
     party in a written notice to each other party. Any notice required or
     permitted to be mailed to a Certificateholder shall be given by first class
     mail, postage prepaid, at the address of such Certificateholder as shown in
     the Certificate Register. Any notice so mailed within the time prescribed
     in this Agreement shall be conclusively presumed to have been duly given,
     whether or not the Certificateholder receives such notice. Any notice or
     other document required to be delivered or mailed by the Trustee to any
     Rating Agency shall be given on a reasonable efforts basis and only as a
     matter of courtesy and accommodation and the Trustee shall have no
     liability for failure to deliver such notice or document to any Rating
     Agency.

                                       90

<PAGE>

          Section 12.06 Severability of Provisions.

          If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

          Section 12.07 Article and Section References.

          All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

          Section 12.08 Further Assurances.

          Notwithstanding any other provision of this Agreement, the Trustee
shall not have any obligation to consent to any amendment or modification of
this Agreement unless they have been provided reasonable security or indemnity
against their out-of-pocket expenses (including reasonable attorneys' fees) to
be incurred in connection therewith.

          Section 12.09 Benefits of Agreement.

          Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders, the Swap
Counterparties and the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Agreement.

          Section 12.10 Acts of Certificateholders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing, and such action shall become effective when
such instrument or instruments are delivered to the Trustee, the Seller and the
Servicer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "act" of the
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee and the Trust, if made in the manner provided in this Section 12.10.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                                       91

<PAGE>

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

          Section 12.11 Confidentiality.

          The Trustee hereby agrees to hold and treat all Confidential
Information (as defined below) provided to it in connection with the offering of
the Certificates in confidence and in accordance with this Section 12.11, and
will implement and maintain safeguards in accordance with the "Interagency
Guidelines Establishing Standards for Safeguarding Customer Information" as
required by Appendix B to 12 CFR, Chapter I, Part 30, to further assure the
confidentiality of such Confidential Information. Such Confidential Information
will not, without the prior written consent of the Servicer, be disclosed or
used by the Trustee or by its subsidiaries or, affiliates, or its or their
directors, officers, employees, agents or controlling persons or agents or
advisors (collectively, the "Information Recipients") other than for the
purposes of (i) structuring the securitization transaction and the facilitating
the issuance of the Certificates, or (ii) in connection with the performance of
its required due diligence on the Mortgage Loans. Disclosure that is not in
violation of the Right to Financial Privacy Act of 1978, as amended, the
Gramm-Leach-Bliley Act of 1999, as amended, (the "G-L-B Act") or other
applicable law by the Trustee of any Confidential Information at the request of
its outside auditors or governmental regulatory authorities in connection with
an examination of the Trustee by any such authority or for the purposes
specified in above shall not constitute a breach of its obligations under this
Section 12.11, and shall not require the prior consent of the Servicer.

          As used herein, "Confidential Information" means non-public personal
information (as defined in the G-L-B Act and its enabling regulations issued by
the Federal Trade Commission) regarding obligors on the Mortgage Loans that is
identified as such by the Servicer. Confidential Information shall not include
information which (i) is or becomes generally available to the public other than
as a result of disclosure by the Trustee or any of its Information Recipients;
(ii) was available to the Trustee on a non-confidential basis from a person or
entity other than the Servicer; (iii) is requested to be disclosed by a
governmental authority or related governmental, administrative, or regulatory or
self-regulatory agencies having or claiming authority to regulate or oversee any
aspect of the Trustee's business or that of its affiliates or is otherwise
required by law or by legal or regulatory process to be disclosed; (iv) becomes
available to the Trustee on a non-confidential basis from a person or entity
other than the Servicer who, to the best knowledge of the Trustee, is not
otherwise bound by a confidentiality agreement with the Servicer, and is not
otherwise prohibited from transmitting the information to the Trustee; (v) the
Servicer provides written permission to the Trustee to release, (vi) is
independently developed by employees of the Trustee who did not have access to
any or all of the otherwise Confidential Information or (vii) is disclosed to
the Trustee's auditors or counsel or is required to be disclosed to its lenders
or rating agencies, to the extent required for the purpose of consummating the
services it is to provide as set forth herein.

                                       92

<PAGE>

          IN WITNESS WHEREOF, the Company, the Servicer, the Seller, Custodian
and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.

                                        NOVASTAR MORTGAGE FUNDING CORPORATION,
                                        as Company


                                        By: /s/ Matt Kaltenrieder
                                            ------------------------------------
                                            Name: Matt Kaltenrieder
                                            Title: Vice President


                                        NOVASTAR MORTGAGE, INC.,
                                        as Servicer and as Seller


                                        By: /s/ Matt Kaltenrieder
                                            ------------------------------------
                                            Name: Matt Kaltenrieder
                                            Title: Vice President


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Custodian


                                        By: /s/ Edwin Aquino
                                            ------------------------------------
                                            Name: Edwin Aquino
                                            Title: Vice President


                                        JPMORGAN CHASE BANK,
                                        as Trustee


                                        By: /s/ Jennifer H. McCourt
                                            ------------------------------------
                                            Name: Jennifer H. McCourt
                                            Title: Vice President

                [Pooling and Servicing Agreement Signature Page]

                                       93

<PAGE>

STATE OF MISSOURI         )
                          ) ss.:
     COUNTY OF            )
               --------

          On the      day of September, 2003 before me, a notary public in and
                 ----
for said State, personally appeared Matt Kaltenrieder known to me (or proved to
me on the basis of satisfactory evidence) to be a Vice President of NovaStar
Mortgage Funding Corporation, a Delaware corporation that executed the within
instrument, and also known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        ----------------------------------------
Seal                                    Notary Public

                                       94

<PAGE>

STATE OF MISSOURI         )
                          ) ss.:
     COUNTY OF            )
               --------

          On the      day of September, 2003 before me, a notary public in and
                 ----
for said State, personally appeared Matt Kaltenrieder known to me (or proved to
me on the basis of satisfactory evidence) to be a Vice President of NovaStar
Mortgage, Inc., a Virginia corporation that executed the within instrument, and
also known to me (or proved to me on the basis of satisfactory evidence) to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        ----------------------------------------
Seal                                    Notary Public

                                       95

<PAGE>

STATE OF MARYLAND         )
                          ) ss.:
     COUNTY OF            )
               --------

          On the      day of September, 2003 before me, a notary public in and
                 ----
for said State, personally appeared                     known to me (or proved
                                    -------------------
to me on the basis of satisfactory evidence) to be a                       of
                                                     ---------------------
Wachovia Bank, National Association, a national banking association that
executed the within instrument, and also known to me (or proved to me on the
basis of satisfactory evidence) to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                        ----------------------------------------
Seal                                    Notary Public

                                       96

<PAGE>

STATE OF NEW YORK         )
                          ) ss.:
     COUNTY OF            )
               --------

          On the       day of September, 2003 before me, a notary public in and
                 -----
for said State, personally appeared           , known to me (or proved to me on
                                    ----------
the basis of satisfactory evidence) to be                     of JPMorgan Chase
                                          -------------------
Bank that executed the within instrument, and also known to me (or proved to me
on the basis of satisfactory evidence) to be the person who executed it on
behalf of said association, and acknowledged to me that such corporation
executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                        ----------------------------------------
Seal                                    Notary Public

                                       97

<PAGE>

                                                                     Exhibit A-1

                          Form of Class A-1 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS A-1 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: A-1                      Date: September 16, 2003   CUSIP: 66987XCQ6

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$1,087,293,000                CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.355%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Group I Mortgage Loan identified on the Mortgage
Loan Schedule attached as Exhibit B to that certain Pooling and Servicing
Agreement dated as of September 1, 2003 (the "Pooling and Servicing Agreement")
by and among NovaStar Mortgage Funding Corporation, as the company (the
"Company"), JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank,
National Association, as the custodian (the "Custodian"), and NovaStar Mortgage,
Inc. as servicer (the "Servicer") and as seller (the "Seller"), including the
related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect

<PAGE>

of interest and principal due after the Cut-off Date; (ii) property which
secured each such Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of such Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class A-1 Certificates on September
16, 2003 which aggregate amount was $1,087,293,000. The owner hereof is entitled
to principal payments on each Distribution Date, which will fully amortize such
Original Principal Amount over the period from the date of initial delivery
hereof to the final Distribution Date of the Class A-1 Certificates. Therefore,
the actual outstanding principal amount of this Certificate, on any date
subsequent to October 27, 2003 (the first Distribution Date) will be less than
the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class A-1 Certificates (the "Class A-1 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-2A Certificates, Class A-2B Certificates, Class A-2C
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are

                                      A-1-2

<PAGE>

collectively referred to as the "Certificates". Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class A-1 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to the distribution
described in Article IV of the Pooling and Servicing Agreement, relating to such
Distribution Date. Distributions will be made in immediately available fluids to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          Each owner of record of a Class A-1 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class A-1 Certificates. The Percentage
Interest of each Class A-1 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class A-1 Certificate by $1,087,293,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive

                                      A-1-3

<PAGE>

distributions to the extent provided in the Pooling and Servicing Agreement with
respect to such Certificate or to institute suit for the enforcement of any such
distribution, and such right shall not be impaired without the consent of such
owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and the REMIC I, REMIC II, REMIC III
and REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class A-1 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A-1 Certificates are
exchangeable for new Class A-1 Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                      A-1-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                      A-1-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                      A-1-6

<PAGE>

                                                                     Exhibit A-2

                         Form of Class A-2A Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS A-2A CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                Mortgage Loans The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: A-2A                     Date: September 16, 2003   CUSIP: 66987XCR4

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$64,018,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.140%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Group II Mortgage Loan identified on the
Mortgage Loan Schedule attached as Exhibit B to that certain Pooling and
Servicing Agreement dated as of September 1, 2003 (the "Pooling and Servicing
Agreement") by and among NovaStar Mortgage Funding Corporation, as the company
(the "Company"), JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank,
National Association, as the Custodian (the "Custodian"), and NovaStar Mortgage,
Inc. as servicer (the "Servicer") and as seller (the "Seller"), including the
related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect of interest and principal
due after the Cut-off Date; (ii) property which secured each such

<PAGE>

Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) the Company's interest in any insurance policies in respect
of such Mortgage Loans; (iv) all proceeds of any of the foregoing; (v) the
rights of the Company under the Purchase Agreement and (vi) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal due to the Company or the Servicer after the Cut-off Date
with respect to the Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class A-2A Certificates on September
16, 2003 which aggregate amount was $64,018,000. The owner hereof is entitled to
principal payments on each Distribution Date, which will fully amortize such
Original Principal Amount over the period from the date of initial delivery
hereof to the final Distribution Date of the Class A-2A Certificates. Therefore,
the actual outstanding principal amount of this Certificate, on any date
subsequent to October 27, 2003 (the first Distribution Date) will be less than
the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class A-2A Certificates (the "Class A-2A Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2B Certificates, Class A-2C
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are
collectively referred to as the "Certificates."

                                      A-2-2

<PAGE>

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class A-2A Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to the distribution
described in Article IV of the Pooling and Servicing Agreement, relating to such
Distribution Date. Distributions will be made in immediately available funds to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          Each owner of record of a Class A-2A Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class A-2A Certificates. The Percentage
Interest of each Class A-2A Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class A-2A Certificate by $64,018,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such

                                      A-2-3

<PAGE>

Certificate or to institute suit for the enforcement of any such distribution,
and such right shall not be impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class A-2A Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A-2A Certificates are
exchangeable for new Class A-2A Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                      A-2-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                      A-2-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication

JPMORGAN CHASE BANK, not in its
   individual capacity, but solely
   in its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                      A-2-6

<PAGE>

                                                                     Exhibit A-3

                         Form of Class A-2B Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS A-2B CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                Mortgage Loans The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: A-2B                     Date: September 16, 2003   CUSIP: 66987XCS2

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$43,000,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.330%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Group II Mortgage Loan identified on the
Mortgage Loan Schedule attached as Exhibit B to that certain Pooling and
Servicing Agreement dated as of September 1, 2003 (the "Pooling and Servicing
Agreement") by and among NovaStar Mortgage Funding Corporation, as the company
(the "Company"), JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank,
National Association, as the Custodian (the "Custodian"), and NovaStar Mortgage,
Inc. as servicer (the "Servicer") and as seller (the "Seller"), including the
related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect of interest and principal
due after the Cut-off Date; (ii) property which secured each such

<PAGE>

Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) the Company's interest in any insurance policies in respect
of such Mortgage Loans; (iv) all proceeds of any of the foregoing; (v) the
rights of the Company under the Purchase Agreement and (vi) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal due to the Company or the Servicer after the Cut-off Date
with respect to the Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class A-2B Certificates on September
16, 2003 which aggregate amount was $43,000,000. The owner hereof is entitled to
principal payments on each Distribution Date, which will fully amortize such
Original Principal Amount over the period from the date of initial delivery
hereof to the final Distribution Date of the Class A-2B Certificates. Therefore,
the actual outstanding principal amount of this Certificate, on any date
subsequent to October 27, 2003 (the first Distribution Date) will be less than
the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class A-2B Certificates (the "Class A-2B Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2C
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are
collectively referred to as the "Certificates."

                                      A-3-2

<PAGE>

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class A-2B Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to the distribution
described in Article IV of the Pooling and Servicing Agreement, relating to such
Distribution Date. Distributions will be made in immediately available funds to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          Each owner of record of a Class A-2B Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class A-2B Certificates. The Percentage
Interest of each Class A-2B Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class A-2B Certificate by $43,000,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such

                                      A-3-3

<PAGE>

Certificate or to institute suit for the enforcement of any such distribution,
and such right shall not be impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class A-2B Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A-2B Certificates are
exchangeable for new Class A-2B Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                      A-3-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                      A-3-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                      A-3-6

<PAGE>

                                                                     Exhibit A-4

                         Form of Class A-2C Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS A-2C CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                Mortgage Loans The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: A-2C                     Date: September 16, 2003   CUSIP: 66987XCTO

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$49,000,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.530%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Group II Mortgage Loan identified on the
Mortgage Loan Schedule attached as Exhibit B to that certain Pooling and
Servicing Agreement dated as of September 1, 2003 (the "Pooling and Servicing
Agreement") by and among NovaStar Mortgage Funding Corporation, as the company
(the "Company"), JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank,
National Association, as the Custodian (the "Custodian"), and NovaStar Mortgage,
Inc. as servicer (the "Servicer") and as seller (the "Seller"), including the
related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect of interest and principal
due after the Cut-off Date; (ii) property which secured each such

<PAGE>

Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) the Company's interest in any insurance policies in respect
of such Mortgage Loans; (iv) all proceeds of any of the foregoing; (v) the
rights of the Company under the Purchase Agreement and (vi) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal due to the Company or the Servicer after the Cut-off Date
with respect to the Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class A-2C Certificates on September
16, 2003 which aggregate amount was $49,000,000. The owner hereof is entitled to
principal payments on each Distribution Date, which will fully amortize such
Original Principal Amount over the period from the date of initial delivery
hereof to the final Distribution Date of the Class A-2C Certificates. Therefore,
the actual outstanding principal amount of this Certificate, on any date
subsequent to October 27, 2003 (the first Distribution Date) will be less than
the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class A-2C Certificates (the "Class A-2C Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are
collectively referred to as the "Certificates."

                                      A-4-2

<PAGE>

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class A-2C Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to the distribution
described in Article IV of the Pooling and Servicing Agreement, relating to such
Distribution Date. Distributions will be made in immediately available funds to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          Each owner of record of a Class A-2C Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class A-2C Certificates. The Percentage
Interest of each Class A-2C Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class A-2C Certificate by $49,000,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such

                                      A-4-3

<PAGE>

Certificate or to institute suit for the enforcement of any such distribution,
and such right shall not be impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class A-2C Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A-2C Certificates are
exchangeable for new Class A-2C Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                      A-4-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                      A-4-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                      A-4-6

<PAGE>

                                                                     Exhibit A-5

                          Form of Class A-3 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS A-3 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                Mortgage Loans The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: A-3                      Date: September 16, 2003   CUSIP: 66987XCU7

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$65,439,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.450%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Group II Mortgage Loan identified on the
Mortgage Loan Schedule attached as Exhibit B to that certain Pooling and
Servicing Agreement dated as of September 1, 2003 (the "Pooling and Servicing
Agreement") by and among NovaStar Mortgage Funding Corporation, as the company
(the "Company"), JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank,
National Association, as the Custodian (the "Custodian"), and NovaStar Mortgage,
Inc. as servicer (the "Servicer") and as seller (the "Seller"), including the
related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect of interest and principal
due after the Cut-off Date; (ii) property which secured each such

<PAGE>

Mortgage Loan and which has been acquired by foreclosure or deed in lieu of
foreclosure; (iii) the Company's interest in any insurance policies in respect
of such Mortgage Loans; (iv) all proceeds of any of the foregoing; (v) the
rights of the Company under the Purchase Agreement and (vi) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal due to the Company or the Servicer after the Cut-off Date
with respect to the Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class A-3 Certificates on September
16, 2003 which aggregate amount was $65,439,000. The owner hereof is entitled to
principal payments on each Distribution Date, which will fully amortize such
Original Principal Amount over the period from the date of initial delivery
hereof to the final Distribution Date of the Class A-3 Certificates. Therefore,
the actual outstanding principal amount of this Certificate, on any date
subsequent to October 27, 2003 (the first Distribution Date) will be less than
the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class A-3 Certificates (the "Class A-3 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are
collectively referred to as the "Certificates."

                                      A-5-2

<PAGE>

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class A-3 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to the distribution
described in Article IV of the Pooling and Servicing Agreement, relating to such
Distribution Date. Distributions will be made in immediately available funds to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          Each owner of record of a Class A-3 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class A-3 Certificates. The Percentage
Interest of each Class A-3 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class A-3 Certificate by $65,439,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such

                                      A-5-3

<PAGE>

Certificate or to institute suit for the enforcement of any such distribution,
and such right shall not be impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class A-3 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class A-3 Certificates are
exchangeable for new Class A-3 Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                      A-5-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                      A-5-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                      A-5-6

<PAGE>

                                                                     Exhibit A-6

                          Form of Class M-1 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS M-1 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: M-1                      Date: September 16, 2003   CUSIP: 66987XCV5

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$67,500,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 0.750%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company, (the "Company"),
JPMorgan Chase Bank, as trustee (the "Trustee"), Wachovia Bank, National
Association, as the Custodian (the "Custodian"), and NovaStar Mortgage, Inc. as
servicer (the "Servicer") and as seller (the "Seller"), including the related
Cut-off Date Principal Balance, all interest accruing thereon on and after the
Cut-off Date and all collections in respect of interest and principal due after
the Cut-off Date; (ii) property which secured each such Mortgage Loan

<PAGE>

and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii)
the Company's interest in any insurance policies in respect of the Mortgage
Loans; (iv) all proceeds of any of the foregoing; (v) the rights of the Company
under the Purchase Agreement and (vi) all other assets included or to be
included in the Trust fund. Such assignment includes all interest and principal
due to the Company or the Servicer after the Cut-off Date with respect to the
Mortgage Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class M-1 Certificates on September
16, 2003 which aggregate amount was $67,500,000. The owner hereof is entitled to
principal payments on each Distribution Date, as hereinafter described, which
will fully amortize such Original Principal Amount over the period from the date
of initial delivery hereof to the final Distribution Date of the Class M-1
Certificates. Therefore, the actual outstanding principal amount of this
Certificate, on any date subsequent to October 27, 2003 (the first Distribution
Date) will be less than the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class M-1 Certificates (the "Class M-1 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates,
Class O Certificates, and Class R Certificates, and all such Certificates are
collectively referred to as the "Certificates."

                                     A-6-2

<PAGE>

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class M-1 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class M-1 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class M-1 Certificates. The Percentage
Interest of each Class M-1 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class M-1 Certificate by $67,500,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such

                                     A-6-3

<PAGE>

Certificate or to institute suit for the enforcement of any such distribution,
and such right shall not be impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class M-1 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth, Class M-1 Certificates are
exchangeable for new Class M-1 Certificates of authorized denominations
evidencing the same aggregate principal amount.

                                     A-6-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-6-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely
                                           in its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-6-6

<PAGE>

                                                                     Exhibit A-7
                          Form of Class M-2 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS M-2 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: M-2                      Date: September 16, 2003   CUSIP: 66987XCW3

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$56,250,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 1.650%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (I) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the

<PAGE>

Cut-off Date; (ii) property which secured each such Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure; (iii) the Company's
interest in any insurance policies in respect of the Mortgage Loans; (iv) all
proceeds of any of the foregoing; (v) the rights of the Company under the
Purchase Agreement and (vi) all other assets included or to be included in the
Trust fund. Such assignment includes all interest and principal due to the
Company or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class M-2 Certificates on September
16, 2003 which aggregate amount was $56,250,000. The owner hereof is entitled to
principal payments on each Distribution Date, as hereinafter described, which
will fully amortize such Original Principal Amount over the period from the date
of initial delivery hereof to the final Distribution Date of the Class M-2
Certificates. Therefore, the actual outstanding principal amount of this
Certificate, on any date subsequent to October 27, 2003 (the first Distribution
Date) will be less than the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class M-2 Certificates (the "Class M-2 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P

                                     A-7-2

<PAGE>

Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class M-2 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class M-2 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class M-2 Certificates. The Percentage
Interest of each Class M-2 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class M-2 Certificate by $56,250,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-7-3

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class M-2 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set

                                     A-7-4

<PAGE>

forth, Class M-2 Certificates are exchangeable for new Class M-2 Certificates of
authorized denominations evidencing the same aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-7-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely
                                           in its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely
   in its capacity as Trustee


By:
    -------------------------------
    Name:
    Title:

                                     A-7-6

<PAGE>

                                                                     Exhibit A-8

                          Form of Class M-3 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS M-3 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: M-3                      Date: September 16, 2003   CUSIP: 66987XCX1

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$15,000,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 2.000%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the

<PAGE>

Cut-off Date; (ii) property which secured each such Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure; (iii) the Company's
interest in any insurance policies in respect of the Mortgage Loans; (iv) all
proceeds of any of the foregoing; (v) the rights of the Company under the
Purchase Agreement and (vi) all other assets included or to be included in the
Trust fund. Such assignment includes all interest and principal due to the
Company or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class M-3 Certificates on September
16, 2003 which aggregate amount was $15,000,000. The owner hereof is entitled to
principal payments on each Distribution Date, as hereinafter described, which
will fully amortize such Original Principal Amount over the period from the date
of initial delivery hereof to the final Distribution Date of the Class M-3
Certificates. Therefore, the actual outstanding principal amount of this
Certificate, on any date subsequent to October 27, 2003 (the first Distribution
Date) will be less than the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class M-3 Certificates (the "Class M-3 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P

                                     A-8-2

<PAGE>

Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class M-3 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class M-3 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class M-3 Certificates. The Percentage
Interest of each Class M-3 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class M-3 Certificate by $15,000,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-8-3

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class M-3 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set

                                     A-8-4

<PAGE>

forth, Class M-3 Certificates are exchangeable for new Class M-3 Certificates of
authorized denominations evidencing the same aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-8-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-8-6

<PAGE>

                                                                     Exhibit A-9

                          Form of Class B-1 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS B-1 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: B-1                      Date: September 16, 2003   CUSIP: 66987XCY9

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$15,000,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 3.000%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the

<PAGE>

Cut-off Date; (ii) property which secured each such Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure; (iii) the Company's
interest in any insurance policies in respect of the Mortgage Loans; (iv) all
proceeds of any of the foregoing; (v) the rights of the Company under the
Purchase Agreement and (vi) all other assets included or to be included in the
Trust fund. Such assignment includes all interest and principal due to the
Company or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class B-1 Certificates on September
16, 2003 which aggregate amount was $15,000,000. The owner hereof is entitled to
principal payments on each Distribution Date, as hereinafter described, which
will fully amortize such Original Principal Amount over the period from the date
of initial delivery hereof to the final Distribution Date of the Class B-1
Certificates. Therefore, the actual outstanding principal amount of this
Certificate, on any date subsequent to October 27, 2003 (the first Distribution
Date) will be less than the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class B-1 Certificates (the "Class B-1 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P

                                     A-9-2

<PAGE>

Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class B-1 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class B-1 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class B-1 Certificates. The Percentage
Interest of each Class B-1 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class B-1 Certificate by $15,000,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-9-3

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class B-1 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set

                                     A-9-4

<PAGE>

forth, Class B-1 Certificates are exchangeable for new Class B-1 Certificates of
authorized denominations evidencing the same aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-9-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-9-6

<PAGE>

                                                                    Exhibit A-10
                          Form of Class B-2 Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                             CLASS B-2 CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

<TABLE>
<S>                           <C>                        <C>
No.: B-2                      Date: September 16, 2003   CUSIP: 66987XCZ6

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$15,000,000                   CEDE & CO.                 Date: December 26, 2033

Percentage Interest: 100%     Pass-Through Rate:
                              LIBOR + 3.900%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the

<PAGE>

Cut-off Date; (ii) property which secured each such Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure; (iii) the Company's
interest in any insurance policies in respect of the Mortgage Loans; (iv) all
proceeds of any of the foregoing; (v) the rights of the Company under the
Purchase Agreement and (vi) all other assets included or to be included in the
Trust fund. Such assignment includes all interest and principal due to the
Company or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

          The Original Principal Amount set forth above is equal to the product
of (i) the Percentage Interest represented by this Certificate and (ii) the
aggregate Original Principal Amount of the Class B-2 Certificates on September
16, 2003 which aggregate amount was $15,000,000. The owner hereof is entitled to
principal payments on each Distribution Date, as hereinafter described, which
will fully amortize such Original Principal Amount over the period from the date
of initial delivery hereof to the final Distribution Date of the Class B-2
Certificates. Therefore, the actual outstanding principal amount of this
Certificate, on any date subsequent to October 27, 2003 (the first Distribution
Date) will be less than the Original Principal Amount set forth above.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class B-2 Certificates (the "Class B-2 Certificates") and issued under
and subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class X Certificates, Class I Certificates, Class P

                                     A-10-2

<PAGE>

Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class B-2 Certificates as
of the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class B-2 Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class B-2 Certificates. The Percentage
Interest of each Class B-2 Certificate as of any date of determination will be
equal to the percentage obtained by dividing the Original Principal Amount set
forth on such Class B-2 Certificate by $15,000,000.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-10-3

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          The Class B-2 Certificates are issuable only as registered
Certificates in denominations of $25,000 Original Principal Amount and integral
multiples of $1,000. As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set

                                     A-10-4

<PAGE>

forth, Class B-2 Certificates are exchangeable for new Class B-2 Certificates of
authorized denominations evidencing the same aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-10-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-10-6

<PAGE>

                                                                    Exhibit A-11

                           Form of Class I Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS I CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust 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, JPMorgan Chase Bank, in its capacity as trustee of the NovaStar Mortgage
Funding Trust, Series 2003-3, has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<PAGE>

<TABLE>
<S>                        <C>                           <C>
No.: I-1                   Date: September 16, 2003      Final Scheduled Distribution
                                                         Date: July 25, 2006

Percentage Interest: 100%  Registered Owner:
                           JPMorgan Chase Bank, not in
                           its individual capacity but
                           solely as Trustee for the
                           NovaStar Mortgage Funding
                           Trust, Series 2003-3
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

                                     A-11-2

<PAGE>

          THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE. THE HOLDER OF THIS
CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH RESPECT
TO THE MORTGAGE LOANS.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class I Certificates (the "Class I Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class X Certificates, Class P
Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class I Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such Distribution Date. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          Each owner of record of a Class I Certificate will be entitled to
receive such owner's Percentage Interest in the amounts distributed on such
Distribution Date to the owners of the Class I Certificates.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other

                                     A-11-3

<PAGE>

governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or

                                     A-11-4

<PAGE>

more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class I Certificates are exchangeable for
new Class I Certificates of authorized denominations evidencing the same
aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-11-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-11-6

<PAGE>

                                                                    Exhibit A-12

                           Form of Class X Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS X CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                        <C>                           <C>
No.: X-1-1                 Date: September 16, 2003      CUSIP: 66987XDC6

Notional Amount:           Registered Owner:             Final Scheduled Distribution
$1,500,000,000             Greenwich Capital Financial   Date: December 26, 2033
                           Products, Inc.

Percentage Interest: 50%
</TABLE>

<PAGE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          Each owner of record of a Class X Certificate will be entitled to
interest payments only on each Distribution Date, which shall be calculated
based on a notional principal balance equal to the aggregate outstanding
principal balance of the Mortgage Loans plus the Pre-Funded Amount. The owner
hereof will not receive any distributions of principal.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN ONE OR MORE CLASSES OF "REGULAR INTERESTS" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH
860G) OF THE CODE.

          DISTRIBUTIONS ON THIS CERTIFICATE WILL BE MADE TO THE OWNER HEREOF
FOLLOWING THE PRIOR FUNDING OF AMOUNTS OWED TO CERTAIN SWAP COUNTERPARTIES, AND
FOLLOWING THE FUNDING OF SUPPLEMENTAL INTEREST PAYMENTS TO CERTAIN OTHER CLASSES
OF CERTIFICATES.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

                                     A-12-2

<PAGE>

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class X Certificates (the "Class X Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class I Certificates, Class P
Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class X Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive Class X
Distribution Amount relating to such Distribution Date. Distributions will be
made in immediately available funds to such owners, by wire transfer or by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee,

                                     A-12-3

<PAGE>

or for any other remedy under the Pooling and Servicing Agreement except in
compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

                                     A-12-4

<PAGE>

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class X Certificates are exchangeable for
new Class X Certificates of authorized denominations evidencing the same
aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-12-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-12-6

<PAGE>

                           Form of Class X Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS X CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                        <C>                           <C>
No.: X-1-2                 Date: September 16, 2003      CUSIP: 66987XDC6

Notional Amount:           Registered Owner:             Final Scheduled Distribution
$1,500,000,000             Wachovia Capital              Date: December 26, 2033
                           Investments, Inc.

Percentage Interest: 50%
</TABLE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to

                                     A-12-7

<PAGE>

that certain Pooling and Servicing Agreement dated as of September 1, 2003 (the
"Pooling and Servicing Agreement") by and among NovaStar Mortgage Funding
Corporation as the company (the "Company"), the Trustee, Wachovia Bank, National
Association, as the Custodian (the "Custodian"), and NovaStar Mortgage, Inc. as
servicer (the "Servicer") and as seller (the "Seller"), including the related
Cut-off Date Principal Balance, all interest accruing thereon on and after the
Cut-off Date and all collections in respect of interest and principal due after
the Cut-off Date; (ii) property which secured each such Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure; (iii) the
Company's interest in any insurance policies in respect of the Mortgage Loans;
(iv) all proceeds of any of the foregoing; (v) the rights of the Company under
the Purchase Agreement and (vi) all other assets included or to be included in
the Trust Fund. Such assignment includes all interest and principal due to the
Company or the Servicer after the Cut-off Date with respect to the Mortgage
Loans.

          Each owner of record of a Class X Certificate will be entitled to
interest payments only on each Distribution Date, which shall be calculated
based on a notional principal balance equal to the aggregate outstanding
principal balance of the Mortgage Loans plus the Pre-Funded Amount. The owner
hereof will not receive any distributions of principal.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN ONE OR MORE CLASSES OF "REGULAR INTERESTS" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH
860G) OF THE CODE.

          DISTRIBUTIONS ON THIS CERTIFICATE WILL BE MADE TO THE OWNER HEREOF
FOLLOWING THE PRIOR FUNDING OF AMOUNTS OWED TO CERTAIN SWAP COUNTERPARTIES, AND
FOLLOWING THE FUNDING OF SUPPLEMENTAL INTEREST PAYMENTS TO CERTAIN OTHER CLASSES
OF CERTIFICATES.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

                                     A-12-8

<PAGE>

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class X Certificates (the "Class X Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class I Certificates, Class P
Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class X Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive Class X
Distribution Amount relating to such Distribution Date. Distributions will be
made in immediately available funds to such owners, by wire transfer or by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee,

                                     A-12-9

<PAGE>

or for any other remedy under the Pooling and Servicing Agreement except in
compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

                                    A-12-10

<PAGE>

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class X Certificates are exchangeable for
new Class X Certificates of authorized denominations evidencing the same
aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                    A-12-11

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                    A-12-12

<PAGE>

                                                                    Exhibit A-13

                           Form of Class P Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS P CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans held in
the Trust Fund.)

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                           <C>                        <C>
No.: P-1                      Date: September 16, 2003   CUSIP: 66987XDA0

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$100                          Cede & Co.                 Date: December 26, 2033

Percentage Interest: 100%
</TABLE>

<PAGE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          THE HOLDER OF THIS CERTIFICATE IS ENTITLED TO PREPAYMENT CHARGES
COLLECTED WITH RESPECT TO THE MORTGAGE LOANS AND A SINGLE PRINCIPAL PAYMENT OF
$100 ON THE EARLIER OF (1) THE DISTRIBUTION DATE ON WHICH THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A CERTIFICATES IS REDUCED TO ZERO, OR
(2) THE 35TH DISTRIBUTION DATE. THE HOLDERS OF THIS CERTIFICATE ARE NOT ENTITLED
TO ANY DISTRIBUTIONS OF INTEREST WITH RESPECT TO THE MORTGAGE LOANS.

                                     A-13-2

<PAGE>

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class P Certificates (the "Class P Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class X Certificates, Class I
Certificates, Class O Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class P Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the Prepayment
Charges relating to such Distribution Date. Furthermore, on the earlier of (i)
the distribution date on which the aggregate certificate principal balance is
reduced to zero, or (ii) the 35th Distribution Date, the owner of the Class P
Certificates on the Record Date will be entitled to the Certificate Principal
Balance on the Class P Certificates. Distributions will be made in immediately
available funds to such owners, by wire transfer or by check mailed to the
address of the person entitled thereto as it appears on the Certificate
Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

                                     A-13-3

<PAGE>

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

                                     A-13-4

<PAGE>

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class P Certificates are exchangeable for
new Class P Certificates of authorized denominations evidencing the same
aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-13-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-13-6

<PAGE>

                                                                    Exhibit A-14

                           Form of Class O Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS O CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                           <C>                        <C>
No.: O-1-1                    Date: September 16, 2003   CUSIP: 66987XDD4

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$22,499,900                   Greenwich Capital          Date: December 26, 2033
                              Financial Products, Inc.

Percentage Interest: 50%
</TABLE>

<PAGE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          Each owner of record of a Class O Certificate will be entitled to
certain distributions, as described under Article IV of the Pooling and
Servicing Agreement.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          THIS CERTIFICATE IS A PRINCIPAL ONLY CERTIFICATE. THE HOLDER OF THIS
CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF INTEREST WITH RESPECT
TO THE MORTGAGE LOANS.

                                     A-14-2

<PAGE>

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class O Certificates (the "Class O Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class X Certificates, Class I
Certificates, Class P Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class O Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the Class O
Distribution Amount relating to such Distribution Date. Distributions will be
made in immediately available funds to such owners, by wire transfer or by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-14-3

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class O Certificates are exchangeable for
new Class O Certificates of authorized denominations evidencing the same
aggregate principal amount.

                                     A-14-4

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-14-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-14-6

<PAGE>

                           Form of Class O Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS O CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans and
other assets held in the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                           <C>                        <C>
No.: O-1-2                    Date: September 16, 2003   CUSIP: 66987XDD4

Original Principal Balance:   Registered Owner:          Final Scheduled Distribution
$22,499,900                   Wachovia Capital           Date: December 26, 2033
                              Investments, Inc.

Percentage Interest: 50%
</TABLE>

                                     A-14-7

<PAGE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          Each owner of record of a Class O Certificate will be entitled to
certain distributions, as described under Article IV of the Pooling and
Servicing Agreement.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          THIS CERTIFICATE IS A PRINCIPAL ONLY CERTIFICATE. THE HOLDER OF THIS
CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF INTEREST WITH RESPECT
TO THE MORTGAGE LOANS.

                                     A-14-8

<PAGE>

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class O Certificates (the "Class O Certificates") and issued under and
subject to the terms, provisions and conditions of the Pooling and Servicing
Agreement, to which the owner of this Certificate, by virtue of acceptance
hereof assents, and is bound. Also issued under the Pooling and Servicing
Agreement are the Class A-1 Certificates, Class A-2A Certificates, Class A-2B
Certificates, Class A-2C Certificates, Class A-3 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class X Certificates, Class I
Certificates, Class P Certificates, and Class R Certificates, and all such
Certificates are collectively referred to as the "Certificates."

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class O Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the Class O
Distribution Amount relating to such Distribution Date. Distributions will be
made in immediately available funds to such owners, by wire transfer or by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

                                     A-14-9

<PAGE>

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date of the
Pooling and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class O Certificates are exchangeable for
new Class O Certificates of authorized denominations evidencing the same
aggregate principal amount.

                                    A-14-10

<PAGE>

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                    A-14-11

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                    A-14-12

<PAGE>

                                                                    Exhibit A-15

                           Form of Class R Certificate

                 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2003-3
                    HOME EQUITY LOAN ASSET-BACKED CERTIFICATE
                              CLASS R CERTIFICATES

                     Comprised of a Certificate Representing
                     Certain Interests Relating to a Pool of
                                 Mortgage Loans
                       The Mortgage Loans are Serviced by

                      NOVASTAR MORTGAGE, INC., as Servicer

          (This certificate does not represent an interest in, or an obligation
of, nor are the underlying Mortgage Loans insured or guaranteed by, NovaStar
Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar Financial, Inc.,
NovaStar Capital, Inc. or any of their subsidiaries and affiliates. This
certificate is comprised of a Certificate representing a fractional ownership
interest in distributions in certain Accounts created pursuant to the Pooling
and Servicing Agreement and certain other rights relating thereto and is payable
only from amounts received by the Trustee relating to the Mortgage Loans held in
the Trust Fund.)

          THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF THE POOLING AND SERVICING AGREEMENT.

          NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES AND KEOGH PLANS, THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (EACH, A "PLAN")
OR TO ANY ENTITY THE ASSETS OF WHICH CONSTITUTE ASSETS OF A PLAN.

<TABLE>
<S>                          <C>                        <C>
No.: R-[I/II/III/IV]         Date: September 16, 2003   Final Scheduled Distribution
                                                        Date: December 26, 2033

Percentage Interest: A100%   Registered Owner:
                             NovaStar REMIC Financing
                             Corporation
</TABLE>

<PAGE>

          The registered owner named above is the registered owner of a
fractional interest in (i) each Mortgage Loan identified on the Mortgage Loan
Schedule attached as Exhibit B to that certain Pooling and Servicing Agreement
dated as of September 1, 2003 (the "Pooling and Servicing Agreement") by and
among NovaStar Mortgage Funding Corporation as the company (the "Company"), the
Trustee, Wachovia Bank, National Association, as the Custodian (the
"Custodian"), and NovaStar Mortgage, Inc. as servicer (the "Servicer") and as
seller (the "Seller"), including the related Cut-off Date Principal Balance, all
interest accruing thereon on and after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) the Company's interest in any insurance
policies in respect of the Mortgage Loans; (iv) all proceeds of any of the
foregoing; (v) the rights of the Company under the Purchase Agreement and (vi)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal due to the Company or the Servicer after the
Cut-off Date with respect to the Mortgage Loans.

          Each owner of record of a Class R Certificate will be entitled to
certain distributions as described in Section 2.09 of the Pooling and Servicing
Agreement.

          In order to receive the final distribution hereon, the owner hereof is
required to present this Certificate to the Trustee. The Pooling and Servicing
Agreement provides that, in any event, upon the making of the final distribution
due on this Certificate, this Certificate shall be deemed cancelled for all
purposes under the Pooling and Servicing Agreement.

          SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
"RESIDUAL INTERESTS" IN FIVE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS"
("REMICs") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS (SECTIONS 860A THROUGH 860G) OF THE CODE.

          THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY
PERSON IS REPRESENTED HEREBY (OTHER THAN AS REQUIRED FOR FEDERAL INCOME TAX
PURPOSES).

          TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CLASS R CERTIFICATE MAY BE
MADE TO A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(5) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM INCLUDES THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE
ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING THEREOF SERVICE TO PERSONS
IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A FARMERS' COOPERATIVE) THAT IS
EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON
UNRELATED BUSINESS INCOME. NO TRANSFER OF THIS CLASS R

                                     A-15-2

<PAGE>

CERTIFICATE WILL BE REGISTERED BY THE TRUSTEE UNLESS THE PROPOSED TRANSFEREE HAS
DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED
TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS NOT ACQUIRING THE CLASS R
CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION. A COPY OF THE FORM
OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM
THE TRUSTEE.

          A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE
TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT
ACTING FOR THE TRANSFEREE. A PASS-THRU ENTITY THAT HOLDS THIS CLASS R
CERTIFICATE AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY
TAXABLE YEAR GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE
PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF
THIS CERTIFICATE OWNED THROUGH SUCH PASS-THRU ENTITY BY SUCH DISQUALIFIED
ORGANIZATION AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THRU" ENTITY INCLUDES
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST
FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER
T, CHAPTER 1 OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS,
NOMINEES.

          NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.

          This Certificate is one of a Class of duly-authorized Certificates
designated as NovaStar Home Equity Loan Asset-Backed Certificates, Series 2003-3
Class R Certificates (the "Class R Certificates") and issued under and subject
to the terms, provisions and conditions of the Pooling and Servicing Agreement,
to which the owner of this Certificate, by virtue of acceptance hereof assents,
and is bound. Also issued under the Pooling and Servicing Agreement are Class
A-1 Certificates, Class A-2A Certificates, Class A-2B Certificates, Class A-2C
Certificates, Class A-3 Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class X Certificates, Class I Certificates, Class P Certificates
and Class O Certificates, and all such Certificates are collectively referred to
as the "Certificates".

          Terms capitalized herein and not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          On the 25th day of each month, or, if such day is not a Business Day,
then the next succeeding Business Day (each such day being a "Distribution
Date") commencing October 27, 2003, the owners of the Class R Certificates as of
the close of business on the business day immediately preceding such
Distribution Date (the "Record Date") will be entitled to receive the
distribution described in Article IV of the Pooling and Servicing Agreement
relating to such

                                     A-15-3

<PAGE>

Distribution Date. Distributions will be made in immediately available funds to
such owners, by wire transfer or by check mailed to the address of the person
entitled thereto as it appears on the Certificate Register.

          The Trustee is required to duly and punctually pay distributions with
respect to this Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the Code or applicable
to any owner shall be considered as having been paid by the Trustee to such
owner for all purposes of the Pooling and Servicing Agreement.

          The Mortgage Loans will be serviced by the Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any SubServicer shall release the
Servicer from any of its obligations under the Pooling and Servicing Agreement.

          This Certificate does not represent a deposit or other obligation of,
or an interest in, nor are the underlying Mortgage Loans insured or guaranteed
by, NovaStar Mortgage, Inc., NovaStar Mortgage Funding Corporation, NovaStar
Capital, Inc., NovaStar Financial Inc., or any of their subsidiaries and
affiliates and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any other
governmental agency. This Certificate is limited in right of payment to certain
collections and recoveries relating to the Mortgage Loans and amounts on deposit
in the Accounts (except as otherwise provided in the Pooling and Servicing
Agreement) all as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.

          No owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.

          Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such owner.

          The Pooling and Servicing Agreement will terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
below, (iv) the Distribution Date in December 2033 and (v) at any time when a
Qualified Liquidation of the Master REMIC and REMIC I, REMIC II, REMIC III and
REMIC IV is effected pursuant to the Pooling and Servicing Agreement. In
addition, under certain circumstances relating to the qualification of either
the Master REMIC or any of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC
under the Code, the Mortgage Loans may be sold, thereby affecting the early
retirement of the Certificates. Notwithstanding the foregoing, in no event shall
the Trust hereby continue beyond the expiration of 21 years from the death of
the

                                     A-15-4

<PAGE>

last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James, living on the date of the Pooling
and Servicing Agreement.

          The Servicer may, at its option, terminate the Pooling and Servicing
Agreement on any date on which the aggregate of the Principal Balances of the
Mortgage Loans on such date is equal to or less than 10% of the Maximum
Collateral Amount, by purchasing, on the next succeeding Distribution Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to the
greater of the Principal Balance of the Mortgage Loans and REO Properties or the
market value of the Mortgage Loans and REO Properties, in each case plus accrued
and unpaid interest thereon at the weighted average of the Mortgage Rates
through the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Available
Funds Cap Carryforward Amount.

          The Trustee shall give written notice of termination of the Pooling
and Servicing Agreement to each owner in the manner set forth therein.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth and referred to on the face hereof, the
transfer of this Certificate is registerable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the office
designated as the location of the Certificate Register, and thereupon one or
more new certificates of like class, tenor and Percentage Interest will be
issued to the designated transferee or transferees.

          The Trustee is required to furnish certain information on each
Distribution Date to the owner of this Certificate, as more fully described in
the Pooling and Servicing Agreement.

          As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class R Certificates are exchangeable for
new Class R Certificates of authorized denominations evidencing the same
aggregate principal amount.

          The Trustee and any agent thereof may treat the person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Trustee or any such agent shall be affected by notice to the contrary.

                                     A-15-5

<PAGE>

          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on behalf of the Trust.

                                        JPMORGAN CHASE BANK, not in its
                                           individual capacity, but solely in
                                           its capacity as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Trustee Authentication


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

                                     A-15-6

<PAGE>

                                                                       Exhibit B

                             Mortgage Loan Schedule

                              [See Exhibit 1 to the

                        Mortgage Loan Purchase Agreement

<PAGE>

                                                                       Exhibit C

                             Form of Addition Notice

                                            , 2003
                              --------------

VIA FEDERAL EXPRESS

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attn: Institutional Trust Services - NovaStar Series 2003-3

     Re:  Mortgage Loan Purchase Agreement, dated as of September 1, 2003 (the
          "Purchase Agreement"), among NovaStar Mortgage, Inc. (the "Seller"),
          NovaStar Mortgage Funding Corporation (the "Company"), Wachovia Bank,
          National Association, as Custodian (the "Custodian") and JPMorgan
          Chase Bank, as trustee (the "Trustee"), relating to NovaStar Home
          Equity Loan Asset-Backed Certificates, Series 2003-3

Ladies and Gentlemen:

          Pursuant to Section 2.02(b)(i) of the above-captioned Purchase
Agreement, the Seller has designated the Subsequent Mortgage Loans (see
subsequent mortgage loan schedule attached hereto) to be sold to the Company,
and then sold by the Company to the Trust, on             , with an aggregate
                                              ------------
principal balance of $              . Capitalized terms not otherwise defined
                      --------------
herein have the meaning set forth in the Purchase Agreement.

          Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                        Very truly yours,

                                        NOVASTAR MORTGAGE, INC.


                                        By:
                                            ------------------------------------
                                            Matt Kaltenrieder
                                            Vice President


Acknowledged and agreed:


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
     --------------------------------

<PAGE>

                                                                       Exhibit D

                     Form of Subsequent Transfer Instrument

      [See Exhibits 2(A) and 2(B) to the Mortgage Loan Purchase Agreement]

<PAGE>

                                                                       Exhibit E

                               Request for Release

                                                                 [date]

To:  Wachovia Bank, National Association,
     as Custodian and JPMorgan Chase Bank,
     as Trustee

     Re:  Pooling and Servicing Agreement, dated as of September 1, 2003
          NovaStar Home Equity Loan Asset-Backed Certificates, Series 2003-3

          In connection with the administration of the pool of Mortgage Loans
held by you as Custodian, we request the release, and acknowledge receipt, of
the (Mortgage File/[specify document]) for the Mortgage Loan described below,
for the reason indicated.

Mortgagor's Name, Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

--------------------------------------------------------------------------------
     1.   Mortgage Loan Paid in Full
----      (Servicer hereby certifies that all amounts received in
          connection therewith have been credited to the Collection Account
          and remitted to the Trustee for deposit into the Distribution
          Account pursuant to the Pooling and Servicing Agreement.)

--------------------------------------------------------------------------------
     2.   Mortgage Loan Liquidated
----      (Servicer hereby certifies that all proceeds of foreclosure,
          insurance or other liquidation have been finally received and
          credited to the Collection Account and remitted to the Trustee
          for deposit into the Distribution Account pursuant to the Pooling
          and Servicing Agreement.)
--------------------------------------------------------------------------------
     3.   Mortgage Loan in Foreclosure
----
--------------------------------------------------------------------------------
     4.   Mortgage Loan Purchased Pursuant to Section 11.01 of the Pooling and
----      Servicing Agreement.
--------------------------------------------------------------------------------
     5.   Mortgage Loan Repurchased or Substituted pursuant to Article II
----      or III of the Pooling and Servicing Agreement (Seller hereby
          certifies that the repurchase price or Substitution Adjustment
          has been credited to the Collection Account and that the
          substituted mortgage loan is a Qualified Substitute Mortgage
          Loan.)

--------------------------------------------------------------------------------
     6.   Other
----      (explain)
                   ---------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

          If box 1 or 2 above is checked, and if all or part of the Mortgage
File was previously released to us, please release to us our previous receipt on
file with you, as well as any additional documents in your possession relating
to the above specified Mortgage Loan.

          If box 3, 4, 5 or 6 above is checked, upon our return of all of the
above documents to you as Custodian, please acknowledge your receipt by signing
in the space indicated below, and returning this form.

                                        NovaStar Mortgage, Inc.,
                                        as [Servicer][Seller]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Documents returned to Custodian:


Wachovia Bank, National Association,
as Custodian


By:
    ---------------------------------
    Name:
    Title:

Date:
      -------------------------------


Remittance returned to Trustee:


JPMORGAN CHASE BANK, not in its
   individual capacity, but solely in
   its capacity as Trustee


By:
    ---------------------------------
    Name:
    Title:

Date:
      -------------------------------

                                       E-2

<PAGE>

                                                                     Exhibit F-1

                          Form of Initial Certification

                                                               [Date]

NovaStar Mortgage, Inc.
8140 Ward Parkway, Suite 300
Kansas City, Missouri 64114
Attention: Chris Miller, Senior Vice President

NovaStar Mortgage Funding Corporation
8140 Ward Parkway, Suite 300
Kansas City, Missouri 64114
Attention: Chris Miller, Senior Vice President

Wachovia Bank, National Association
401 South Tryon Street, 12th Floor
Charlotte, North Carolina 28202
Attn: NovaStar Mortgage Funding Trust,
      Series 2003-3

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attn: Institutional Trust Services - NovaStar Series 2003-3

     Re:  Pooling and Servicing Agreement, dated as of September 1, 2003 (the
          "Agreement"), among NovaStar Mortgage, Inc., NovaStar Mortgage Funding
          Corporation, Wachovia Bank, National Association (the "Custodian") and
          JPMorgan Chase Bank (the "Trustee"), relating to the NovaStar Mortgage
          Funding Trust, Series 2003-3 Home Equity Loan Asset-Backed
          Certificates

Gentlemen:

          In accordance with Section 2.03 of the above-captioned Agreement, and
Section 2.01(c) of the Mortgage Loan Purchase Agreement, dated as of September
1, 2003 (the "Purchase Agreement" and, together with the Agreement, the
"Agreements"), among NovaStar Mortgage, Inc., NovaStar Mortgage Funding
Corporation, the Custodian, the Trustee and Wachovia Bank, National Association,
the undersigned, as Custodian, on behalf of the Trustee, hereby certifies that
as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed
the Mortgage File and the Mortgage Loan Schedule and has determined that: (i)
all documents required to be included in the Mortgage File are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face and relate to such Mortgage Loan; and (iii) based on examination by
it, and only as to such documents, the information set forth in items (i) -
(vii) and (xiv) of the definition or description of "Mortgage Loan Schedule" is
correct.

<PAGE>

          The Custodian, on behalf of the Trustee, has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the above-referenced Agreements. The Custodian, on
behalf of the Trustee, makes no representation that any documents specified in
clause (vi) of Section 2.01(c) of the Purchase Agreement should be included in
any Mortgage File. The Custodian, on behalf of the Trustee, makes no
representations as to and shall not be responsible to verify: (i) the validity,
legality, sufficiency, enforceability, due authorization, recordability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan, or (iii) the existence of any assumption, modification, written assurance
or substitution agreement with respect to any Mortgage File if no such documents
appear in the Mortgage File delivered to the Custodian, on behalf of the
Trustee.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Agreement.

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, not in its
                                        individual capacity but solely
                                        as Custodian


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                       F-2

<PAGE>

                                                                     Exhibit F-2

                           Form of Final Certification
                                                               [Date]

NovaStar Mortgage, Inc.
8140 Ward Parkway, Suite 300
Kansas City, Missouri 64114
Attention: Chris Miller, Senior Vice President

NovaStar Mortgage Funding Corporation
8140 Ward Parkway, Suite 300
Kansas City, Missouri 64114
Attention: Chris Miller, Senior Vice President

Wachovia Bank, National Association
401 South Tryon Street, 12th Floor
Charlotte, North Carolina 28202
Attn: NovaStar Mortgage Funding Trust,
      Series 2003-3

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attn: Institutional Trust Services - NovaStar Series 2003-3

     Re:  Pooling and Servicing Agreement, dated as of September 1, 2003 (the
          "Agreement"), among NovaStar Mortgage, Inc., NovaStar Mortgage Funding
          Corporation, Wachovia Bank, National Association (the "Custodian") and
          JPMorgan Chase Bank (the "Trustee") relating to the NovaStar Mortgage
          Funding Trust, Series 2003-3 Home Equity Loan Asset-Backed
          Certificates

Gentlemen:

          In accordance with Section 2.03 of the above-captioned Agreement, and
Section 2.01(c) of the Mortgage Loan Purchase Agreement, dated as of September
1, 2003 (the "Purchase Agreement" and, together with the Agreement, the
"Agreements"), among NovaStar Mortgage, Inc., NovaStar Mortgage Funding
Corporation, the Custodian and the Trustee, the undersigned, as Custodian, on
behalf of the Trustee, hereby certifies that as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has received the documents set forth in Section
2.01(c) of the Mortgage Loan Purchase Agreement.

          The Custodian, on behalf of the Trustee, has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically required in the Agreements. The Custodian, on behalf of the
Trustee, makes no representation that any documents specified in clause (vi) of
Section 2.01(c) should be included in any Mortgage File. The Custodian, on
behalf of the Trustee, makes no representations as to and shall not be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization,

<PAGE>

recordability or genuineness of any of the documents contained in each Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan or (iii) the existence of any assumption, modification, written
assurance or substitution agreement with respect to any Mortgage File if no such
documents appear in the Mortgage File delivered to the Custodian, on behalf of
the Trustee.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Agreement.

                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION, not in its
                                        individual capacity but solely
                                        as Custodian


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                      F-2-2

<PAGE>

                                                                       Exhibit G

                            Form of Investment Letter

NovaStar Mortgage, Inc.
8140 Ward Parkway, Suite 300
Kansas City, Missouri 64114
Attention: Chris Miller, Senior Vice President

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004
Attn: Institutional Trust Services - NovaStar Series 2003-3

Ladies and Gentlemen:

          The undersigned (the "Transferee") has agreed to purchase from
         (the "Transferor") the following certificates:
--------

          Class                Number
          -----                ------

          ---

          ---

          ---

          ---

          ---

          I. The Transferee is (check one):

--------------------------------------------------------------------------------
                (i) An insurance company, as defined in Section 2(13) of the
          ---   Securities Act of 1933, as amended (the "Securities Act"),
                (ii) an investment company registered under the Investment
                Company Act of 1940, as amended (the "Investment Company
                Act"), (iii) a business development company as defined in
                Section 2(a)(48) of the Securities Act, (iv) 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, as amended, (v) a
                plan established and maintained by a state, its political
                subdivisions, or any agency or instrumentality of a state or
                its political subdivisions, for the benefit of its
                employees, (vi) an employee benefit plan within the meaning
                of Title I of the Employee Retirement Income Security Act of
                1974, as amended ("ERISA"), (vii) a business development
                company as defined in Section 202(a)(22) of the Investment
                Advisors Act of 1940, as amended, (viii) an organization
                described in Section 501(c)(3) of the Internal Revenue Code,
                corporation (other than a bank as defined in Section 3(a)(2)
                of the Securities Act or a savings and loan association or
                other institution referenced in Section 3(a)(2) of

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

<PAGE>

--------------------------------------------------------------------------------
                the Securities Act or a foreign bank or savings and loan
                association or equivalent institution), partnership, or
                Massachusetts or similar business trust; or (ix) an
                investment advisor registered under the Investment Advisors
                Act of 1940, as amended, which, for each of (i) through
                (ix), owns and invests on a discretionary basis at least
                $100 million in securities other than securities of issuers
                affiliated with the Transferee, securities issued or
                guaranteed by the United States or a person controlled or
                supervised by and acting as an instrumentality of the
                government of the United States pursuant to authority
                granted by the Congress of the United States, bank deposit
                notes and certificates of deposit, loan participations,
                repurchase agreements, securities owned but subject to a
                repurchase agreement, and currency, interest rate and
                commodity swaps (collectively, "Excluded Securities");

--------------------------------------------------------------------------------
                a dealer registered pursuant to Section 15 of the Securities
          ---   Exchange Act of 1934, as amended (the "Exchange Act") that
                in the aggregate owns and invests on a discretionary basis
                at least $10 million of securities other than Excluded
                Securities and securities constituting the whole or part of
                an unsold allotment to, or subscription by, Transferee as a
                participant in a public offering;

--------------------------------------------------------------------------------
                an investment company registered under the Investment
          ---   Company Act that is part of a family of investment companies
                (as defined in Rule 144A of the Securities and Exchange
                Commission) which own in the aggregate at least $100 million
                in securities other than Excluded Securities and securities
                of issuers that are part of such family of investment
                companies;

--------------------------------------------------------------------------------
                an entity, all of the equity owners of which are entities
          ---   described in this Paragraph A(I);

--------------------------------------------------------------------------------
                a bank as defined in Section 3(a)(2) of the Securities Act,
          ---   any savings and loan association or other institution as
                referenced in Section 3(a)(5)(A) of the Securities Act, or
                any foreign bank or savings and loan association or
                equivalent institution that in the aggregate owns and
                invests on a discretionary basis at least $100 million in
                securities other than Excluded Securities and has an audited
                net worth of at least $25 million as demonstrated in its
                latest annual financial statements, as of a date not more
                than 16 months preceding the date of transfer of the
                Certificates to the Transferee in the case of a U.S. Bank or
                savings and loan association, and not more than 18 months
                preceding such date in the case of a foreign bank or savings
                association or equivalent institution.

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

          II. The Transferee is acquiring such Certificates solely for its own
account, for the account of one or more others, all of which are "Qualified
Institutional Buyers" within the

                                       G-2

<PAGE>

meaning of Rule 144A, or in its capacity as a dealer registered pursuant to
Section 15 of the Exchange Act acting in a riskless principal transaction on
behalf of a "Qualified Institutional Buyer". The Transferee is not acquiring
such Certificates with a view to or for the resale, distribution, subdivision or
fractionalization thereof which would require registration of the Certificates
under the Securities Act.

          D. The Transferee represents that it is not (i) an employee benefit
plan (as defined in section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA")) subject to the provisions of Title I of ERISA,
(ii) a plan described in section 4975(e)(1) of the Internal Revenue Code of
1986, or (iii) an entity whose underlying assets are deemed to be assets of a
plan described in (i) or (ii) above by reason of such plan's investment in the
entity.

                                        Very truly yours,


                                        By:
                                            ------------------------------------
                                        Title:

Dated:
       ----------

                                       G-3

<PAGE>

                                                                       Exhibit H

                 Form of Residual Certificate Transfer Affidavit

          AFFIDAVIT PURSUANT TO SECTION 860E OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED

          [NAME OF OFFICER], being first duly sworn, deposes and says:

          1. That he is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of ______] [the United States], on behalf of which
he makes this affidavit and agreement.

          2. That the Investor (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986 (the "Code"), (ii) will endeavor to remain
other than a disqualified organization for so long as it retains its ownership
interest in the Class R Certificates, and (iii) is acquiring the Class R
Certificates for its own account or for the account of another investor from
which it has received an affidavit and agreement in substantially the same form
as this affidavit and agreement. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that generally is exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

          3. That the Investor has historically paid its debts as they came due
and will continue to pay its debts as they come due in the future.

          4. That the Investor has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it or that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class
R Certificates remain outstanding.

          5. That the Investor has been advised of, and understands that as the
holder of a noneconomic residual interest it may incur tax liabilities in excess
of any cash flows generated by the interest. That the Investor intends to pay
such taxes associated with holding the Class R Certificates as they become due.

<PAGE>

          6. That the Investor will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of the Investor or
another U.S. taxpayer.

          7. /1/[A. Formula Test] That the Investor agrees that the present
value of the anticipated tax liabilities associated with holding the Class R
Certificates does not exceed the sum of the present value of any consideration
given to the Investor to acquire the Class R Certificates, the present value of
the expected future distributions on the Class R Certificates, and the present
value of the anticipated tax savings associated with holding the interest as the
REMIC generates losses. That the Investor agrees that it complied with U.S.
Treasury Regulations Section 1.860E-1(c)(8) in making such representation.

               That the Investor agrees that it is not a foreign permanent
establishment or fixed base (within the meaning of an applicable income tax
treaty) of the Transferor or another U.S. taxpayer.

               [B. Asset Test] That the Investor, at the time of the transfer,
and at the close of the Investor's two fiscal years preceding the year of the
transfer, had gross assets for financial reporting purposes in excess of $100
million and net assets in excess of $10 million (excluding any obligation of a
person related to the Investor within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii) or any other asset if a principle purpose for holding
or acquiring the other asset was to permit the Investor to satisfy the above
stated minimum asset requirements).

               That the Investor is an "eligible corporation," as defined in
U.S. Treasury Regulations Section 1.860E-1(c)(6)(i). That the Investor agrees,
in connection with any subsequent transfer of its ownership interest in the
Class R Certificates, to transfer its ownership interest only to another
"eligible corporation," as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), and to honor the restrictions on subsequent transfers of the
Class R Certificates by transferring its ownership interest only in a
transaction that satisfies the requirements of U.S. Treasury Regulations Section
1.860E-1(c)(4)(i), (ii) (iii) and U.S. Treasury Regulations Section
1.860E-1(c)(5).

               That the Investor determined the consideration paid to it to
acquire the Class R Certificates in good faith and based on reasonable market
assumptions (including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Investor).

          8. That the Investor is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includable in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

----------
/1/  Insert either section 7A or 7B.

                                       H-2

<PAGE>

          9. That the Investor's Taxpayer Identification Number is             .
                                                                   ------------

          10. That the Investor has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class R Certificates were
issued, which authorize the Trustee to deliver payments to a person other than
the Investor and negotiate a mandatory sale by the Trustee in the event that the
Investor holds such Certificates in violation of Section 5.02(d). That the
Investor expressly agrees to be bound by and to comply with all the provisions
of Section 5.02(d) of the Pooling and Servicing Agreement and the restrictions
on the face of the Class R Certificates.

          11. That the Investor will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee a certificate, in form
and substance satisfactory to the Trustee, that is in substantially the same
form as Exhibit I attached to the Pooling and Servicing Agreement and that
contains the same representations set forth therein.

          12. That the Investor will not transfer any of its interest in the
Class R Certificates unless (i) it has received from any subsequent transferee
an affidavit in substantially the same form as this affidavit containing the
same representations set forth herein, and (ii) as of the time of the transfer,
it does not have actual knowledge that such affidavit is false. That the
Investor will cause such affidavit to be delivered to the Trustee upon receipt.
That the Investor is aware that the Trustee will not register the transfer of
any Class R Certificates unless and until such affidavit is received.

          13. That the Investor consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an investor that is not a disqualified
organization.

          14. That the Investor understands and agrees that any breach of any of
the representations included herein shall render the transfer to the Investor
contemplated hereby null and void.

                                       H-3

<PAGE>

          IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this    day of          .
                                   --        ---------

                                        [NAME OF INVESTOR]


                                        By:
                                            ------------------------------------
                                        [Name of Officer]
                                        [Title of Officer]

          [Corporate Seal]

          ATTEST:


          -------------------------
          [Assistant] Secretary

          Personally appeared before me the above named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Investor.

                                       H-4

<PAGE>

                                                                       Exhibit I

                            Transferor's Certificate

     To:  [Trustee]

          Re:  The Pooling and Servicing Agreement, dated as of September 1,
               2003, among NovaStar Mortgage Funding Corporation, as Company,
               NovaStar Mortgage, Inc., as Servicer and as Seller, Wachovia
               Bank, National Association, as Custodian, and JPMorgan Chase
               Bank, as Trustee

     Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
NovaStar Mortgage, Inc. (the "Seller") to                        (the
                                          ----------------------
"Purchaser") of a    % Percentage Interest of NovaStar Mortgage Funding Trust,
                  ---
Series 2003-3, NovaStar Home Equity Loan Asset-Backed Certificates, Series
2003-3, Class R (the "Certificates"), pursuant to Section 5.02(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 2003 among NovaStar Mortgage Funding Corporation, as Company (the
"Company"), NovaStar Mortgage, Inc., as Servicer and Seller (the "Servicer and
Seller"), Wachovia Bank, National Association, as Custodian (the "Custodian"),
and JPMorgan Chase Bank, as Trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:

          1. No purpose of the Seller relating to the transfer of the
Certificates by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.

          2. The Seller has conducted a reasonable investigation of the
financial condition of the Purchaser and, as a result of such investigation, has
concluded that the Purchaser has historically paid its debts as they came due
and will continue to pay its debts as they come due in the future.

          3. The Seller has received, and understands that the Purchaser has
delivered to the Trustee and the Company, a Residual Certificate Transfer
Affidavit in the form attached to the Pooling and Servicing Agreement as Exhibit
H. The Seller does not know or believe that any representation contained therein
is false.

          4. The Seller does not know or have reason to know that the Purchaser
(i) will be unwilling or unable to pay taxes due on its share of the
Certificates or (ii) will not honor the restrictions on subsequent transfers of
the Certificates set forth in section 5.02(d) of the Pooling and Servicing
Agreement and in the Residual Certificate Transfer Affidavit.

<PAGE>

          5. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Seller)


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                       I-2

<PAGE>

                                                                       Exhibit J

                    Form of Notional Amount Test Event Notice

                       [On File with Dewey Ballantine LLP]

<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

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

     "Account": The Collection Account, the Pre-Funding Account, the
Supplemental Interest Accounts, and the Distribution Account.

     "Accrual Period": With respect to each Distribution Date, the period
commencing on the preceding Distribution Date (or in the case of the first
Accrual Period, other than with respect to the Swap Amount due in October 2003,
commencing on the Closing Date) and ending on the day preceding the applicable
Distribution Date, or with respect to the Swap Amount due in October 2003, the
period commencing on September 25, 2003 and ending on October 26, 2003.

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

     "Additional Mortgage Loan": A Mortgage Loan, other than an Initial Mortgage
Loan, added to the Mortgage Pool on the Closing Date as discussed in the
Prospectus Supplement.

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

     "Adjustment Date": With respect to each Adjustable Rate Mortgage Loan, each
adjustment date, on which the Mortgage Rate of such Mortgage Loan changes
pursuant to the related Mortgage Note.

     "Administrative Fee": With respect to each Distribution Date, the sum of
the MI Premium, the Servicing Fee, the Custodian Fee and the Trustee Fee with
respect to such Distribution Date.

     "Administrative Fee Rate": As to each Distribution Date, the sum of (i) the
Trustee Fee Rate, (ii) the Servicing Fee Rate, (iii) the Custodian Fee Rate and
(iv) the total MI Premiums due during the related Due Period, expressed as an
annual percentage rate of the Pool Balance as of the beginning of that Due
Period.

     "Advance": As to any Mortgage Loan, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 3.24.

     "Adverse REMIC Event": As defined in Section 10.01(f) hereof.

<PAGE>

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

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

     "Allocated Realized Loss Amount": With respect to any Distribution Date and
any Class A-3 Certificate, Class of Class B Certificates, Class of Mezzanine
Certificates or the Class O Certificates, the Realized Losses allocated to such
Class of Certificates on such Distribution Date.

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

     "Appraised Value": The appraised value of a Mortgaged Property based upon
the appraisal made at the time of the origination of the related Mortgage Loan.
With respect to a Mortgage Loan the proceeds of which were used to refinance an
existing Mortgage Loan, the appraised value of the Mortgaged Property based upon
the appraisal with the lowest appraised value (as reviewed and approved by the
Seller) obtained within 12 months of the time of refinancing.

     "Assignment of Mortgage": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

     "Assumed Final Maturity Date": As to each Class of Certificates, the
Distribution Date in December 2033.

     "Available Funds": As to each Distribution Date, an amount equal to the
amount on deposit in the Distribution Account, representing the sum of (i) the
aggregate amount of scheduled payments on the related Mortgage Loans due on the
related Due Date and received on or prior to the related Determination Date,
(ii) miscellaneous fees and collections, including prepayment penalties with
respect to the Mortgage Loans (but excluding late fees), (iii) any unscheduled
payments and receipts, including Mortgagor prepayments on the related Mortgage
Loans, received during the related Prepayment Period and proceeds of
repurchases, and adjustments in the case of substitutions and terminations, Net
Liquidation Proceeds, Insurance Proceeds, MI Insurance Proceeds and proceeds
from the sale of Converted Mortgage Loans, and (iv) all Advances made and
Compensating Interest paid for such Distribution Date in respect of the related
Mortgage Loans, (v) on the Distribution Date following the termination of the
First Pre-Funding Period, the remaining amount of the First Pre-Funding Amount
on deposit in the Pre-Funding Account at such time and (vi) on the Distribution
Date following the termination of

                                       2

<PAGE>

the Second Pre-Funding Period, the remaining amount of the Second Pre-Funding
Amount at such time.

     "Available Funds Cap": With respect to each Distribution Date and (a) the
Class A-1 or Class A-2 Certificates, the Group I/Group II Available Funds Cap,
(b) the Class A-3 Certificates, the Group III Available Funds Cap and (c) the
Class M and Class B Certificates, the Subordinate Available Funds Cap, each for
such Distribution Date. Notwithstanding the foregoing, if either (a) the
aggregate principal balance of the Group I and Group II Mortgage Loans has been
reduced to zero on a prior Distribution Date or (b) the aggregate principal
balance of the Group III Mortgage Loans has been reduced to zero on a prior
Distribution Date, the related Available Funds Cap for a Class of Certificates
is equal to the Available Funds Cap related to the Group or Groups with an
aggregate principal balance greater than zero.

     "Available Funds Cap Carryforward Amount": With respect to any Class of
Underwritten Certificates and any Distribution Date, the sum of (i) the positive
excess, if any, of (x) the aggregate cumulative amount of Available Funds Cap
Shortfall Amounts for such Class on all prior Distribution Dates over (y) the
aggregate cumulative amount of Supplemental Interest Payments actually paid to
the Holders of that Class on all prior Distribution Dates pursuant to those
clauses of Sections 4.04(c), 4.04(f), 4.04(g), 4.04(h) which relate to payments
to that Class, plus (ii) interest on the amount described in clause (i) at a
rate equal to the related Formula Rate for such Class and Distribution Date.

     "Available Funds Cap Shortfall Amount": With respect to any Distribution
Date and Class of Underwritten Certificates the excess, if any, of (1) the
interest due on such Class calculated using the Formula Rate applicable to such
Class over (2) the interest due on such Class, calculated using the Pass-Through
Rate applicable to such Class.

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

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

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

     "Base Prospectus": The base Prospectus, dated February 24, 2003, with
respect to the Offered Certificates.

     "Basic Documents": This Agreement, the Purchase Agreement, each Subsequent
Transfer Instrument, the REMIC Interests Sale Agreement, the Converted Loan
Purchase Agreement, the Underwriting Agreement, and the other documents and
Certificates delivered in connection with any of the above.

     "Book-Entry Certificates": Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of which is
reflected on the books of the

                                       3

<PAGE>

Depository or on the books of a Person maintaining an account with the
Depository (directly, as a Depository Participant, or indirectly, as an indirect
participant in accordance with the rules of the Depository and as described in
Section 5.02 hereof). On the Closing Date, the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class P Certificates
shall be Book-Entry Certificates.

     "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, or the states of
California or Missouri or in the city in which the corporate trust office of the
Trustee or Custodian are located, are required or authorized by law to be
closed.

     "Cap Agreement": Any of the interest rate cap agreements between the
Trustee, on behalf of the Trust, and the Cap Counterparty, which are not deemed
to be assets of any one of the REMICs created hereunder.

     "Cap Agreement I": That certain interest rate cap agreement between the
Trustee, on behalf of the Trust, and the Cap Counterparty, which is deemed to be
an asset of Supplemental Interest Trust II and not an asset of any one of the
REMICS created hereunder.

     "Cap Agreement I Payment": With respect to each Distribution Date, to and
including the related Maturity Date listed below, a payment of interest equal to
the product of (x) the excess, if any, of (i) one month LIBOR over (ii) the
related strike rate shown below and (y) the related cap notional amount shown
below, from the Cap Counterparty accrued during the related cap accrual period
until the related Cap Agreement is retired.

---------------------------------------------
Notional Amount   Strike Rate   Maturity Date
---------------------------------------------
  $150,000,000       1.4000%      June 2005
---------------------------------------------
  $100,000,000       1.8000%      June 2006
---------------------------------------------
  $100,000,000       2.0000%      July 2006
---------------------------------------------

                                       4

<PAGE>

     "Cap Agreement II Payment": A payment of interest equal to the product of
(x) the excess, if any, of (i) one month LIBOR, up to a maximum of 9.00%, over
(ii) the related strike rate shown below and (y) the related cap notional amount
shown below, from the Cap Counterparty on each Distribution Date described
below, accrued during the related cap accrual period, until the related Cap
Agreement is retired.

-------------------------------------------------
Notional Amount   Strike Rate   Distribution Date
-------------------------------------------------
$407,056,178.58     7.63843%          August 2006
-------------------------------------------------
$393,469,201.73     8.06298%       September 2006
-------------------------------------------------
$380,237,893.69     8.32244%         October 2006
-------------------------------------------------
$380,237,893.69     8.04496%        November 2006
-------------------------------------------------
$380,237,893.69     8.30381%        December 2006
-------------------------------------------------
$373,491,474.89     8.19619%         January 2007
-------------------------------------------------
$364,564,460.24     8.18907%        February 2007
-------------------------------------------------
$347,365,317.32     8.53797%           April 2007
-------------------------------------------------
$339,082,101.99     8.81130%             May 2007
-------------------------------------------------
$330,999,257.85     8.51616%            June 2007
-------------------------------------------------
$323,111,843.84     8.93839%            July 2007
-------------------------------------------------
$315,418,811.55     8.64109%          August 2007
-------------------------------------------------
$307,911,514.81     8.98926%       September 2007
-------------------------------------------------

     "Cap Agreement III Payment": A payment of interest equal to the product of
(x) the excess, if any, of (i) one month LIBOR, up to a maximum of 9.00%, over
(ii) the related strike rate shown below and (y) the related cap notional amount
shown below, from the Cap Counterparty on each Distribution Date, accrued during
the related cap accrual period, until the related Cap Agreement is retired.

-------------------------------------------------
Notional Amount   Strike Rate   Distribution Date
-------------------------------------------------
 $9,697,956.87      7.63843%          August 2006
-------------------------------------------------
 $7,752,338.66      8.06298%       September 2006
-------------------------------------------------
 $5,857,223.82      8.32244%         October 2006
-------------------------------------------------
 $5,857,223.82      8.04496%        November 2006
-------------------------------------------------
 $5,857,223.82      8.30381%        December 2006
-------------------------------------------------
 $4,819,949.64      8.19619%         January 2007
-------------------------------------------------
 $3,540,720.04      8.18907%        February 2007
-------------------------------------------------
 $1,075,795.90      8.53797%           April 2007
-------------------------------------------------

     "Cap Contract Rights": The rights of the Class A Certificates, Mezzanine
Certificates and Class B Certificates to receive interest payments in excess of
the interest payable on the Master REMIC Regular Interest corresponding to such
Class of Certificates as set forth in Section 2.09 hereof.

     "Cap Counterparty": Citibank, N.A., a national banking association.

                                       5

<PAGE>

     "Cash Liquidation": As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Servicer
that it has received all Liquidation Proceeds and other payments or cash
recoveries which the Servicer reasonably and in good faith expects to be finally
recoverable with respect to such Mortgage Loan.

     "Certificate": Any Regular Certificate or Class R Certificate.

     "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified Organization
or non-U.S. Person shall not be a Holder of a Residual Certificate for any
purpose hereof.

     "Certificate Margin": With respect to the Class A-1 Certificates on each
Distribution Date (A) prior to the Rate Step-Up Date 0.355% per annum and (B) on
and after the Rate Step-Up Date, 0.710% per annum. With respect to the Class
A-2A Certificates on each Distribution Date (A) prior to the Rate Step-Up Date,
0.140% per annum and (B) on and after the Rate Step-Up Date, 0.280% per annum.
With respect to the Class A-2B Certificates on each Distribution Date (A) prior
to the Rate Step-Up Date, 0.330% per annum and (B) on and after the Rate Step-Up
Date, 0.660% per annum. With respect to the Class A-2C Certificates on each
Distribution Date (A) prior to the Rate Step-Up Date 0.530% per annum and (B) on
and after the Rate Step-Up Date 1.060% per annum. With respect to the Class A-3
Certificates on each Distribution Date (A) prior to the Rate Step-Up Date 0.450%
per annum and (B) on and after the Rate Step-Up Date 0.900% per annum. With
respect to the Class M-1 Certificates on each Distribution Date (A) prior to the
Rate Step-Up Date, 0.750% per annum and (B) on and after the Rate Step-Up Date,
1.125% per annum. With respect to the Class M-2 Certificates on each
Distribution Date (A) prior to the Rate Step-Up Date, 1.650% per annum and (B)
on and after the Rate Step-Up Date, 2.475% per annum. With respect to the Class
M-3 Certificates on each Distribution Date (A) prior to the Rate Step-Up Date,
2.000% per annum and (B) on and after the Rate Step-Up Date, 3.000% per annum.
With respect to the Class B-1 Certificates on each Distribution Date (A) prior
to the Rate Step-Up Date 3.000% per annum and (B) on and after the Rate Step-Up
Date, 4.500% per annum. With respect to the Class B-2 Certificates on each
Distribution Date (A) prior to the Rate Step-Up Date 3.900% per annum and (B) on
and after the Rate Step-Up Date, 5.850% per annum.

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

     "Certificate Principal Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates and the Class I Certificates)
immediately prior to any Distribution Date, an amount equal to the Initial
Certificate Principal Balance thereof reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, a Class B Certificate and a Class A-3 Certificate,
Allocated Realized Loss Amounts applied with respect to that Class on all prior
Distribution Dates. The Class X Certificates and the Class I Certificates will
not have a Certificate Principal Balance.

     "Certificate Register": The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges of Certificates.

                                       6

<PAGE>

     "Certificate Registrar": Initially, the Trustee, in its capacity as
Certificate Registrar, or any successor to the Trustee in such capacity.

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

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

     "Class A Principal Distribution Amount": For any Distribution Date, the sum
of the Class A-1 Principal Distribution Amount, Class A-2 Principal Distribution
Amount and the Class A-3 Principal Distribution Amount for such Distribution
Date.

     "Class A-1 Allocation Percentage" for any Distribution Date is the
percentage equivalent of a fraction, the numerator of which is (i) the Group I
Principal Remittance Amount for such Distribution Date and the denominator of
which is (ii) the Principal Remittance Amount for such Distribution Date.

     "Class A-1 Certificate": Any one of the Class A-1 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-1, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class A-1 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the aggregate Certificate Principal Balance of
the Class A-1 Certificates immediately prior to that Distribution Date over (y)
the lesser of (A) the product of (i) 74.50% and (ii) the aggregate principal
balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate principal balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $6,230,904.

     "Class A-2 Allocation Percentage" for any Distribution Date is the
percentage equivalent of a fraction, the numerator of which is (i) the Group II
Principal Remittance Amount for such Distribution Date and the denominator of
which is (ii) the Principal Remittance Amount for such Distribution Date.

     "Class A-2 Certificate": Any Class A-2A Certificate, Class A-2B Certificate
or Class A-2C Certificate.

     "Class A-2 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the aggregate Certificate Principal Balance of
the Class A-2 Certificates immediately prior to that Distribution Date over (y)
the lesser of (A) the product of (i) 74.50% and (ii) the aggregate principal
balance of the Group II Mortgage Loans as of the last day of the

                                       7

<PAGE>

related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate principal balance of the Group II Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $894,085.

     "Class A-2A Certificate": Any one of the Class A-2A Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-2, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class A-2B Certificate": Any one of the Class A-2B Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-3, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class A-2C Certificate": Any one of the Class A-2C Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-4, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class A-3 Allocation Percentage": For any Distribution Date is the
percentage equivalent of a fraction, the numerator of which is (i) the Group III
Principal Remittance Amount for such Distribution Date and the denominator of
which is (ii) the Principal Remittance Amount for such Distribution Date.

     "Class A-3 Certificate": Any one of the Class A-3 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-5, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class A-3 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the aggregate Certificate Principal Balance of
the Class A-3 Certificates immediately prior to that Distribution Date over (y)
the lesser of (A) the product of (i) 74.50% and (ii) the aggregate principal
balance of the Group III Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate principal balance of the Group III Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $375,011.

     "Class B Certificate": Any Class B-1 Certificate or Class B-2 Certificate.

                                       8

<PAGE>

     "Class B Principal Distribution Amount": The sum of the Class B-1 Principal
Distribution Amount and the Class B-2 Principal Distribution Amount.

     "Class B-1 Certificate": Any one of the Class B-1 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-9, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class B-1 Principal Distribution Amount": For any Distribution Date, is an
amount equal to the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A-1 Principal Distribution Amount, the Class A-2 Principal
Distribution Amount and the Class A-3 Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class B-1
Certificates immediately prior to that Distribution Date over (y) the lesser of
(A) the product of (i) 95.00% and (ii) the aggregate principal balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate principal balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus $7,500,000.

     "Class B-2 Certificate": Any one of the Class B-2 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-10, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class B-2 Principal Distribution Amount": For any Distribution Date, is an
amount equal to the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A-1 Principal Distribution Amount, the Class A-2 Principal
Distribution Amount and the Class A-3 Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class B-1 Certificates,
(after taking into account the payment of the Class B-1 Principal Distribution
Amount on such Distribution Date) and (vi) the Certificate Principal Balance of
the Class B-2 Certificates

                                       9

<PAGE>

immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.00% and (ii) the aggregate principal balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate principal balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $7,500,000.

     "Class I Certificate": Any one of the Class I Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-11, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class I Monthly Interest Distributable Amount": For any Distribution Date,
shall mean the sum of (i) the Group I/Group II Class I Monthly Interest
Distributable Amount and (ii) the Group III Class I Monthly Interest
Distributable Amount, each for such Distribution Date.

     "Class IV Accrual Interest": Either the Class IV-Accrual1 or Class
IV-Accrual2 Interest as applicable.

     "Class I Termination Date": The Distribution Date occurring in July 2006.

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

     "Class M-1 Certificate": Any one of the Class M-1 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-6, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class M-1 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A-1 Principal Distribution Amount, the Class A-2 Principal
Distribution Amount and the Class A-3 Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 83.50% and (ii) the aggregate principal balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate principal balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus $7,500,000.

     "Class M-2 Certificate": Any one of the Class M-2 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-7,

                                       10

<PAGE>

representing the right to distributions as set forth herein and therein and
evidencing a regular interest in the Master REMIC.

     "Class M-2 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A-1 Principal Distribution Amount, the Class A-2 Principal
Distribution Amount and the Class A-3 Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.00% and (ii)
the aggregate principal balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate principal balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,500,000.

     "Class M-3 Certificate": Any one of the Class M-3 Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-8, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class M-3 Principal Distribution Amount": For any Distribution Date, an
amount equal to the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
payment of the Class A-1 Principal Distribution Amount, the Class A-2 Principal
Distribution Date and the Class A-3 Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
93.00% and (ii) the aggregate principal balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate principal balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,500,000.

     "Class O Certificate": Any one of the Class O Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-14,

                                       11

<PAGE>

representing the right to distributions as set forth herein and therein and
evidencing a regular interest in the Master REMIC.

     "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-13, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

     "Class P Monthly Distribution Amount": An amount equal to all prepayment
penalties on a Distribution Date received on the Mortgage Pool during the prior
Prepayment Period.

     "Class P Principal Distribution Date": The earlier of (i) the 35th
Distribution Date and (ii) the Distribution Date on which the Certificate
Principal Balances for all of the Class A Certificates are reduced to zero.

     "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-15, representing the right to distributions as set
forth herein, and evidencing the R-I Interest, the R-II Interest, the R-III
Interest, the R-IV Interest and the R-V Interest, each the sole "residual
interest" in REMIC I, REMIC II, REMIC III, REMIC IV and the Master REMIC,
respectively.

     "Class X Certificate": Any one of the Class X Certificates executed,
authenticated and delivered pursuant to Section 5.01, substantially in the form
annexed hereto as Exhibit A-12, representing the right to distributions as set
forth herein and therein and evidencing a regular interest in the Master REMIC.

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

     "Closing Date": September 16, 2003.

     "Closing Date Mortgage Loans": The Mortgage Loans included in the Trust
Fund as of the Closing Date identified in the Mortgage Loan Schedule in Exhibit
B.

     "Code": The Internal Revenue Code of 1986 as it may be amended from time to
time.

     "Collection Account": The account or accounts created and maintained by the
Servicer pursuant to Section 3.06(d) hereof, which must be an Eligible Account.

     "Commission": The Securities and Exchange Commission.

     "Company": NovaStar Mortgage Funding Corporation, a Delaware corporation,
and its successors and assigns.

     "Compensating Interest": With respect to any Determination Date, an amount
equal to the lesser of (i) the aggregate amount of Prepayment Interest
Shortfalls for the related Prepayment Period and (ii) the Servicing Fee for the
related Distribution Date.

                                       12

<PAGE>

     "Conversion Date": The date on which a Convertible Mortgage Loan becomes a
Converted Mortgage Loan according to the terms of the related Mortgage Note.

     "Converted Loan Purchase Agreement": The Converted Loan Purchase Agreement,
dated as of September 1, 2003, among the Converted Loan Purchaser, the
Custodian, the Trustee and the Servicer.

     "Converted Loan Purchaser": NovaStar Capital, Inc., a Delaware corporation,
and any successor thereto.

     "Converted Mortgage Loan": Any Convertible Mortgage Loan as to which the
Mortgagor has exercised the option to convert to a fixed Mortgage Rate and
satisfied all of the conditions to conversion set forth in the Mortgage Note.

     "Convertible Mortgage Loans": Any Mortgage Loan evidenced by a Mortgage
Note that according to its terms is convertible at the option of the Mortgagor
from a variable Mortgage Rate to a fixed Mortgage Rate, subject to satisfaction
of the conditions set forth in such note.

     "Corporate Trust Office": With respect to the Trustee, the Paying Agent and
the Certificate Registrar, the principal corporate trust office at which at any
particular time its corporation trust business shall be administered, which
office at the date of execution of this Agreement is located at 4 New York
Plaza, 6th Floor, New York, New York 10004-2477, Attention: Institutional Trust
Services, NovaStar Mortgage Funding Trust, Series 2003-3.

     "Corresponding Class of Master REMIC Certificates": As defined in Section
2.09 hereof.

     "Corresponding Distribution Date": As set forth in the Swap Interest Rate
Schedule.

     "Corresponding Interest Rate": As set forth in the Swap Interest Rate
Schedule.

     "Corresponding REMIC II Regular Interest": As defined in Section 2.09
hereof.

     "Credit Enhancement Percentage": For any Distribution Date, is equal to (i)
the sum of the aggregate Certificate Principal Balances of the Mezzanine
Certificates, the Class B Certificates and the Class O Certificates, divided by
(ii) the Pool Balance, in each case calculated prior to taking into account the
distribution of the Principal Distribution Amount to the Holders of the
Certificates then entitled to distributions of principal on such Distribution
Date and prior to taking into account distributions of principal on the Mortgage
Loans on such Distribution Date.

     "Crossover Date": The earlier to occur of (i) the Distribution Date on
which the aggregate Certificate Principal Balance of the Class A Certificates is
reduced to zero; and (ii) the later to occur of (x) the Distribution Date
occurring in October 2006 and (y) the first Distribution Date on which the
Credit Enhancement Percentage (calculated for this purpose only after taking
into account distributions of principal on the mortgage loans but prior to the
principal distributions to the certificates) is greater than or equal to 25.50%.

                                       13

<PAGE>

     "Cumulative Loss Percentage": As to any Distribution Date, the percentage
equivalent of the fraction obtained by dividing (i) the aggregate amount of
Realized Losses on the Mortgage Loans (after giving effect to coverage provided
by any MI Policy) from the Cut-off Date through such Distribution Date by (ii)
the sum of the aggregate Principal Balance of the Closing Date Mortgage Loans as
of the Cut-off Date plus the Original Pre-Funded Amount.

     "Current Interest": For any Distribution Date and each Class of
Underwritten Certificates the amount of interest accrued during the related
Accrual Period at the related Pass-Through Rate on the Certificate Principal
Balance of such Class immediately prior to such Distribution Date, in each case,
reduced by any Net Prepayment Interest Shortfalls and any Relief Act Shortfalls
allocated to that Class (allocated to each Certificate based on its respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
or Relief Act Shortfalls for that Distribution Date).

     "Custodian": Wachovia Bank, National Association, a national banking
association, and any successor thereto.

     "Custodian Fee": With respect to each Distribution Date, the product of (i)
$0.20 and (ii) the number of Mortgage Loans.

     "Custodian Fee Rate": The percentage equivalent expressed as a fraction,
the numerator of which is (i) the product of (a) the Custodian Fee and (b) 12
and the denominator of which is (ii) the aggregate principal balance of the
Mortgage Loans as of the beginning of the Due Period.

     "Cut-off Date": With respect to each Closing Date Mortgage Loan, the later
of (i) September 1, 2003 and (ii) the date of origination of such Closing Date
Mortgage Loan. With respect to each Subsequent Mortgage Loan, the date of
origination of such Subsequent Mortgage Loan provided, however, that the Cut-off
Date for any Subsequent Mortgage Loan transferred to the Trust on or prior to
October 6, 2003 will be the later of (i) the date of origination of such
Subsequent Mortgage Loan and (ii) September 1, 2003.

     "Cut-off Date Aggregate Principal Balance": With respect to the Mortgage
Pool, the aggregate of the Cut-off Date Principal Balances of the Closing Date
Mortgage Loans of $750,296,583.62 consisting of $617,623,198.30 related to Group
I, $91,505,269.93 related to Group II and $41,168,115.39 related to Group III.

     "Cut-off Date Principal Balance": With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the applicable Cut-off Date or Subsequent
Cut-off Date, as the case may be (or as of the applicable date of substitution
with respect to an Eligible Substitute Mortgage Loan).

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

     "Deferred Interest": With respect to any REO Property, the current portion
of interest not currently paid by the Mortgagor that is added to the principal
balance of such REO Property.

                                       14

<PAGE>

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

     "Definitive Certificates": The Class O, Class I, Class X and Class R
Certificates, and such other Classes of Certificates as become Definitive
Certificates pursuant to Section 5.02(c) hereof.

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

     "30-Day Delinquency Percentage": As of the last day of any Due Period, the
percentage equivalent of a fraction, (i) the numerator of which equals the
aggregate Principal Balance of the Mortgage Loans that are 30 or more days
delinquent, in foreclosure or converted to REO Properties as of such last day of
such Due Period, and (ii) the denominator of which is the Pool Balance as of the
last day of such Due Period.

     "60-Day Delinquency Percentage": As of the last day of any Due Period, the
percentage equivalent of a fraction, (i) the numerator of which equals the
aggregate Principal Balance of the Mortgage Loans that are 60 or more days
delinquent, in foreclosure or converted to REO Properties as of such last day of
such Due Period, and (ii) the denominator of which is the Pool Balance as of the
last day of such Due Period.

     "90-Day Delinquency Percentage": As of the last day of any Due Period, the
percentage equivalent of a fraction, (i) the numerator of which equals the
aggregate Principal Balance of the Mortgage Loans that are 90 or more days
delinquent, in foreclosure or converted to REO Properties as of such last day of
such Due Period, and (ii) the denominator of which is the Pool Balance as of the
last day of such Due Period.

     "Delinquent": Any Mortgage Loan, the Monthly Payment due on a Due Date
which is not made by the Close of Business on the next scheduled Due Date for
such Mortgage Loan.

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

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

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

                                       15

<PAGE>

     "Determination Date Report": The meaning specified in Section 3.23 hereof.

     "Disqualified Organization": "Disqualified Organization" shall have the
meaning set forth from time to time in the definition thereof at Section
860E(e)(5) of the Code and applicable to the Trust.

     "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 4.02 hereof, which must be an
Eligible Account.

     "Distribution Date": The 25th day of any calendar month, or if such 25th
day is not a Business Day, the Business Day immediately following such 25th day,
commencing in October 2003.

     "Due Date": The first day of the month of the related Distribution Date.

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

     "Eligible Account": An account that is either: (A) a segregated account or
accounts maintained with an institution whose deposits are insured by the FDIC,
the unsecured and uncollateralized long-term debt obligations of which
institution shall be rated AA or higher by Standard & Poor's and Aa2 or higher
by Moody's and in the highest short-term rating category by each of the Rating
Agencies, and which is (i) a federal savings and loan association duly
organized, validly existing and in good standing under the federal banking laws,
(ii) an institution duly organized, validly existing and in good standing under
the applicable banking laws of any state, (iii) a national banking association
duly organized, validly existing and in good standing under the federal banking
laws, or (iv) a principal subsidiary of a bank holding company or (B) a
segregated trust account or accounts maintained with the trust department of a
federal or state chartered depository institution acceptable to each Rating
Agency, having capital and surplus of not less than $100,000,000, acting in its
fiduciary capacity.

     "Eligible Investments": One or more of the following:

     (i) direct obligations of, and obligations fully guaranteed by, the United
States of America, any of the Federal Home Mortgage Corporation, the Federal
National Mortgage Association, the Federal Home Loan Banks 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;

     (ii) (A) demand and time deposits in, Certificates of deposit of, banker's
acceptances issued by or federal funds sold by any depository institution or
trust company (including the Trustee or its agents acting in their respective
commercial capacities) incorporated under the laws of the United States of
America or any State thereof and subject to supervision and examination by
federal and/or state authorities, so long as at the time of such investment or
contractual commitment providing for such investment, such depository
institution or trust company has a short-term unsecured debt rating in the
highest available rating category of each of the Rating Agencies and provided
that each such investment has an original maturity of no

                                       16

<PAGE>

more than 365 days, and (B) any other demand or time deposit or deposit which is
fully insured by the Federal Deposit Insurance Corporation;

     (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-1+" or higher by
S&P and A2 or higher by Moody's; provided, however, that collateral transferred
pursuant to such repurchase obligation must (A) be valued daily at current
market price plus accrued interest, (B) pursuant to such valuation, equal, at
all times, 105% of the cash transferred in exchange for such collateral and (C)
be delivered 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 of the Rating Agencies 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; and

     (vii) money market funds having ratings in the highest available long-term
rating category of each of the Rating Agencies at the time of such investment;
any such money market funds which provide for demand withdrawals being
conclusively deemed to satisfy any maturity requirement for Eligible Investments
set forth in the Agreement;

     provided, however, that each such instrument shall be acquired in an
arm's-length transaction and no such instrument shall be an Eligible Investment
if it represents, either (1) the right to receive only interest payments with
respect to the underlying debt instrument or (2) the right to receive 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 greater than 120% of the yield to
maturity at par of such underlying obligations; provided, further, however, that
each such instrument acquired shall not be acquired at a price in excess of par.
The Trustee may purchase from or sell to itself or an affiliate, as principal or
agent, the Eligible Investments listed above.

     "Eligible 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 an Officer's Certificate delivered to the Trustee, (i) have an
outstanding principal balance, after deduction of the principal portion of the
monthly 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 outstanding principal balance, after such deduction), not in excess of
the outstanding

                                       17

<PAGE>

principal balance of the Deleted Mortgage Loan (the amount of any shortfall to
be deposited by the Seller in the Collection Account in the month of
substitution); (ii) comply in all material respects with each representation and
warranty set forth in clauses (ii) through (lxviii) of Section 3.01(b) of the
Purchase Agreement other than clauses (iii), (v)-(xiv), (xli), (lv) and (lvi);
(iii) have a Mortgage Rate and, with respect to an Adjustable Rate Mortgage
Loan, a Gross Margin no lower than and not more than 1% per annum higher than
the Mortgage Rate and Gross Margin, respectively, of the Deleted Mortgage Loan
as of the date of substitution; (iv) have a Loan-to-Value Ratio, at the time of
substitution no higher than that of the Deleted Mortgage Loan at the time of
substitution; (v) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage Loan; (vi) not be
30 days or more delinquent; (vii) not be a negative amortization loan; (viii)
have a lien priority equal to or superior to the lien priority of the Deleted
Mortgage Loan; and (ix) be a Qualified Replacement Mortgage.

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

     "Excess Cashflow": For any Distribution Date, the sum of (i) the
Overcollateralization Release Amount and (ii) the excess of (a) the Interest
Remittance Amount over (b) the sum of (w) the Monthly Interest Distributable
Amounts for the Class A Certificates, the Mezzanine Certificates and the Class B
Certificates, (x) the Class I Monthly Interest Distributable Amount and (y) the
Administrative Fees, each for such Distribution Date.

     "Extra Principal Distribution Amount": For any Distribution Date, is the
lesser of (x) the Excess Cashflow for such Distribution Date and (y) the
Overcollateralization Deficiency Amount for such Distribution Date.

     "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan, as of
any date of determination, a per annum rate of interest equal to the then
applicable Mortgage Rate for such Mortgage Loan minus the Administrative Fee
Rate.

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

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

     "First Pre-Funding Amount": shall mean $325,000,000 (with $269,438,972.00
relating to Group I, $42,631,883.00 relating to Group II and $12,929,145.00
relating to Group III).

     "First Pre-Funding Period": The period beginning on the Closing Date and
ending on the earlier to occur of (a) the date upon which (a) the amount on
deposit in the Pre-Funding Account relating to the First Pre-Funding Amount
(exclusive of investment income) has been reduced to less than $10,000 or (b)
October 6, 2003.

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

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

                                       18

<PAGE>

     "Foreclosure Profit": With respect to a Liquidated Mortgage Loan, the
amount, if any, by which (i) the aggregate of its Net Liquidation Proceeds
exceeds (ii) the related Principal Balance (plus accrued and unpaid interest
thereon at the applicable Mortgage Rate from the date interest was last paid
through the date of receipt of the final Liquidation Proceeds) of such
Liquidated Mortgage Loan immediately prior to the final recovery of its
Liquidation Proceeds.

     "Formula Rate": For any Distribution Date and the Class A Certificates, the
Mezzanine Certificates and Class B Certificates, LIBOR plus the related
Certificate Margin.

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

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

     "Group": Any of the Group I Mortgage Loans, the Group II Mortgage Loans and
the Group III Mortgage Loans.

     "Group I Basic Principal Distribution Amount": For any Distribution Date,
an amount equal to the excess of (i) the Group I Principal Remittance Amount for
such Distribution Date, over (ii) the Overcollateralization Release Amount, if
any, for such Distribution Date multiplied by the Class A-1 Allocation
Percentage.

     "Group I Cross Collateralization Amount": For any Distribution Date, the
portion of the Group I Interest Remittance Amount remaining after payment of the
Monthly Interest Distributable Amount on the Class A-1 Certificates, the related
proportional amount of the Class I Monthly Distributable Amount and the related
proportional amount of the Administrative Fees.

     "Group I/Group II Available Funds Cap": For each Distribution Date, the
percentage equivalent of a fraction equal to (a) an amount equal to (i) the
aggregate Interest Remittance Formula Amount for the Group I Mortgage Loans and
Group II Mortgage Loans, less (ii) the Administrative Fees allocable to the
Group I Mortgage Loans and Group II Mortgage Loans, and less (iii) the Group
I/Group II Class I Monthly Interest Distributable Amount, divided by (b) the
product of (i) the actual number of days in the related Accrual Period divided
by 360 and (ii) the aggregate principal balance of the Group I Mortgage Loans
and Group II Mortgage Loans plus any related amounts on deposit in the
Pre-Funding Account.

     "Group I/Group II Class I Monthly Interest Distributable Amount" shall
mean, on each Distribution Date up to and including the Distribution Date in
July 2006, the following: Commencing on the first Distribution Date through and
including the Distribution Date in July 2005, an amount equal to the sum of (I)
the product of (x) the excess, if any, of 1.5950% (on a 30/360 basis) over
one-month LIBOR (on an actual/360 basis) and (y) the lesser of (a) the excess of
(i) the Pool Balance of the Group I and Group II Mortgage Loans plus any related
amount in the Pre-Funding Account, for such Distribution Date, over (ii) the
aggregate notional amount of Cap Agreement I for such Distribution Date
multiplied by the Group I/Group II Class I Percentage for such Distribution Date
plus $275,000,000 multiplied by the Group I/Group II

                                       19

<PAGE>

Class I Percentage for such Distribution Date and (b) $125,000,000 multiplied by
the Group I/Group II Class I Percentage for such Distribution Date; (II) the
product of (x) the excess, if any, of 1.8200% (on a 30/360 basis) over one-month
LIBOR (on an actual/360 basis) and (y) the lesser of (a) the excess of (i) the
Pool Balance of the Group I and Group II Mortgage Loans plus any related amount
in the Pre-Funding Account, for such Distribution Date, over (ii) the aggregate
notional amount of Cap Agreement I for such Distribution Date multiplied by the
Group I/Group II Class I Percentage for such Distribution Date plus $150,000,000
multiplied by the Group I/Group II Class I Percentage for such Distribution Date
and (b) $125,000,000 multiplied by the Group I/Group II Class I Percentage for
such Distribution Date; (III) the product of (x) the excess, if any, of 2.0900%
(on a 30/360 basis) over one-month LIBOR (on an actual/360 basis) and (y) the
lesser of (a) the excess of (i) the Pool Balance of the Group I and Group II
Mortgage Loans plus any related amount in the Pre-Funding Account, for such
Distribution Date, over (ii) the aggregate notional amount of Cap Agreement I
for such Distribution Date multiplied by the Group I/Group II Class I Percentage
for such Distribution Date plus $75,000,000 multiplied by the Group I/Group II
Class I Percentage for such Distribution Date and (b) $75,000,000 multiplied by
the Group I/Group II Class I Percentage for such Distribution Date; and (IV) the
product of (x) the excess, if any, of 2.5250% (on a 30/360 basis) over one-month
LIBOR (on an actual/360 basis) and (y) the lesser of (a) the excess of (i) the
aggregate unpaid principal balance of the Group I and Group II Mortgage Loans
plus any related amount in the Pre-Funding Account, for such Distribution Date,
over (ii) the aggregate notional amount of Cap Agreement I for such Distribution
Date multiplied by the Group I/Group II Class I Percentage for such Distribution
Date and (b) $75,000,000 multiplied by the Group I/Group II Class I Percentage
for such Distribution Date. For the Distribution Date commencing in August 2005
through and including the Distribution Date in July 2006, an amount equal to the
sum of the amounts described in (III) and (IV) above. For the Distribution Date
in August 2006 and each Distribution Date thereafter, the Group I/Group II Class
I Monthly Interest Distributable Amount shall be zero. Notwithstanding the
above, for the Distribution Dates occurring in July 2005 and in July 2006, the
amounts described above in each of (I)(y), (II)(y), (III)(y) and (IV)(y) shall
not exceed each respective amount for the June 2005 and the June 2006
Distribution Dates, respectively, solely as a result of the scheduled
termination of the related cap agreements.

                                       20

<PAGE>

     "Group I/Group II Class I Percentage" for each Distribution Date is as set
forth below:

                 Group I/Group
Distribution      II Class I
    Date          Percentage
--------------   -------------
October 2003     94.999850325%
November 2003    94.961508533%
December 2003    94.926121491%
January 2004     94.893778400%
February 2004    94.848343723%
March 2004       94.806698165%
April 2004       94.768982037%
May 2004         94.735331906%
June 2004        94.705883234%
July 2004        94.680770447%
August 2004      94.657215087%
September 2004   94.634824031%
October 2004     94.613644842%
November 2004    94.593721050%
December 2004    94.573772302%
January 2005     94.553799464%
February 2005    94.533803408%
March 2005       94.513785013%
April 2005       94.493745168%
May 2005         94.473684769%
June 2005        94.453604720%
July 2005        94.433505934%
August 2005      94.413389330%
September 2005   94.393257224%
October 2005     94.373116017%
November 2005    94.352959907%
December 2005    94.332789843%
January 2006     94.312606786%
February 2006    94.292415019%
March 2006       94.272212240%
April 2006       94.251999431%
May 2006         94.231777582%
June 2006        94.211547690%
July 2006        94.191310761%

     "Group I/Group II REMIC III Net WAC": The weighted average pass-through
rate on the Class II-A1 through Class II-A34, Class II-B1 through Class II-B34,
II-C1 through Class II-

                                       21

<PAGE>

C34, Class II-D1 through Class II-D34, Class II-J1, Class II-K1, Class II-L1 and
Class II-M1 Interests.

     "Group I/Group II Pool Balance": The Pool Balance relating to the Group I
and Group II Mortgage Loans.

     "Group I/Group II REMIC Available Funds Cap": The weighted average
pass-through rate on the Class IV-Accrual1, Class IV-A1, Class IV-A2A, Class
IV-A2B and Class IV-A2C Interests.

     "Group I/Group II Schedule": As set forth in Appendix B.

     "Group I/Group II Subordinated Amount": For any Distribution Date, the
excess, if any, of the Group I/Group II Pool Balance plus any related Pre-Funded
Amount over the sum of the aggregate Certificate Principal Balances of the Class
A-1 and Class A-2 Certificates, for such Distribution Date.

     "Group I Interest Remittance Amount": For any Distribution Date, the
portion of the Interest Remittance Amount that was collected or advanced on the
Group I Mortgage Loans.

     "Group I Mortgage Loans": The Mortgage Loans allocated to Group I which
primarily support the Class A-1 Certificates.

     "Group I Principal Distribution Amount" with respect to any Distribution
Date is the sum of (i) the Group I Basic Principal Distribution Amount for such
Distribution Date and (ii) the Extra Principal Distribution Amount for such
Distribution Date multiplied by the Class A-1 Allocation Percentage.

     "Group I Principal Remittance Amount": For any Distribution Date, the
portion of the Principal Remittance Amount that was collected or advanced on the
Group I Mortgage Loans plus, (i) following the First Pre-Funding Period any
remaining First Pre-Funding Amounts related to the Group I Mortgage Loans and
(ii) following the Second Pre-Funding Period any remaining Pre-Funded Amounts
relating to the Group I Mortgage Loans.

     "Group II Basic Principal Distribution Amount" means with respect to any
Distribution Date, the excess of (i) the Group II Principal Remittance Amount
for such Distribution Date over (ii) the Overcollateralization Release Amount,
if any, for such Distribution Date multiplied by the Class A-2 Allocation
Percentage.

     "Group II Cross Collateralization Amount": For any Distribution Date, the
portion of the Group II Interest Remittance Amount remaining after payment of
the Monthly Interest Distributable Amounts on the Class A-2 Certificates, the
related proportional amount of the Class I Monthly Distributable Amount and the
related proportional amount of the Administrative Fees.

     "Group II Interest Remittance Amount": For any Distribution Date, the
portion of the Interest Remittance Amount that was collected or advanced on the
Group II Mortgage Loans.

                                       22

<PAGE>

     "Group II Mortgage Loans:" The Mortgage Loans allocated to Group II which
primarily support the Class A-2 Certificates.

     "Group II Principal Distribution Amount" with respect to any Distribution
Date is the sum of (i) the Group II Basic Principal Distribution Amount for such
Distribution Date and (ii) the Extra Principal Distribution Amount for such
Distribution Date multiplied by the Class A-2 Allocation Percentage.

     "Group II Principal Remittance Amount": For any Distribution Date, the
portion of the Principal Remittance Amount that was collected or advanced on the
Group II Mortgage Loans plus (i) following the First Pre-Funding Period, any
remaining First Pre-Funding Amounts related to the Group II Mortgage Loans and
(ii) following the Second Pre-Funding Period, any remaining Pre-Funded Amounts
related to the Group II Mortgage Loans.

     "Group III Available Funds Cap": For each Distribution Date, the percentage
equivalent of a fraction equal to (a) an amount equal to (i) the aggregate
Interest Remittance Formula Amount for the Group III Mortgage Loans, less (ii)
the Administrative Fees allocable to the Group III Mortgage Loans, and less
(iii) the Group III Class I Monthly Interest Distributable Amount, divided by
(b) the product of (i) the actual number of days in the related Accrual Period
divided by 360 and (ii) the aggregate principal of the Group III Mortgage Loans
plus any related amounts on deposit in the Pre-Funding Account.

     "Group III Basic Principal Distribution Amount": For any Distribution Date,
an amount equal to the excess of (i) the Group III Principal Remittance Amount
for such Distribution Date, over (ii) the Overcollateralization Release Amount,
if any, for such Distribution Date multiplied by the Class A-3 Allocation
Percentage.

     "Group III Class I Monthly Interest Distributable Amount" shall mean, on
each Distribution Date up to and including the Distribution Date in July 2006,
the following: Commencing on the first Distribution Date through and including
the Distribution Date in July 2005, an amount equal to the sum of (I) the
product of (x) the excess, if any, of 1.5950% (on a 30/360 basis) over one-month
LIBOR (on an actual/360 basis) and (y) the lesser of (a) the excess of the (i)
Pool Balance of the Group III Mortgage Loans plus any related amount in the
Pre-Funding Account, for such Distribution Date, over (ii) the aggregate
notional amount of Cap Agreement I for such Distribution Date multiplied by the
Group III Class I Percentage for such Distribution Date plus $275,000,000
multiplied by the Group III Class I Percentage for such Distribution Date and
(b) $125,000,000 multiplied by the Group III Class I Percentage for such
Distribution Date; (II) the product of (x) the excess, if any, of 1.8200% (on a
30/360 basis) over one-month LIBOR (on an actual/360 basis) and (y) the lesser
of (a) the excess of (i) the Pool Balance of the Group III Mortgage Loans plus
any related amount in the Pre-Funding Account, for such Distribution Date, over
(ii) the aggregate notional amount of Cap Agreement I for such Distribution Date
multiplied by the Group III Class I Percentage for such Distribution Date plus
$150,000,000 multiplied by the Group III Class I Percentage for such
Distribution Date and (b) $125,000,000 multiplied by the Group III Class I
Percentage for such Distribution Date; (III) the product of (x) the excess, if
any, of 2.0900% (on a 30/360 basis) over one-month LIBOR (on an actual/360
basis) and (y) the lesser of (a) the excess of (i) the Pool Balance of the Group
III Mortgage Loans plus any related amount in the Pre-Funding Account, for such
Distribution

                                       23

<PAGE>

Date, over (ii) the aggregate notional amount of Cap Agreement I for such
Distribution Date multiplied by the Group III Class I Percentage for such
Distribution Date plus $75,000,000 multiplied by the Group III Class I
Percentage for such Distribution Date and (b) $75,000,000 multiplied by the
Group III Class I Percentage for such Distribution Date; and (IV) the product of
(x) the excess, if any, of 2.5250% (on a 30/360 basis) over one-month LIBOR (on
an actual/360 basis) and (y) the lesser of (a) the excess of (i) the Pool
Balance of the Group III Mortgage Loans plus any related amount in the
Pre-Funding Account, for such Distribution Date, over (ii) the aggregate
notional amount of Cap Agreement I for such Distribution Date multiplied by the
Group III Class I Percentage for such Distribution Date and (b) $75,000,000
multiplied by the Group III Class I Percentage for such Distribution Date. For
the Distribution Date commencing in August 2005 through and including the
Distribution Date in July 2006, an amount equal to the sum of the amounts
described in (III) and (IV) above. For the Distribution Date in August 2006 and
each Distribution Date thereafter, the Group III Class I Monthly Interest
Distributable Amount shall be zero. Notwithstanding the above, for the
Distribution Dates occurring in July 2005 and in July 2006, the amounts
described above in each of (I)(y), (II)(y), (III)(y) and (IV)(y) shall not
exceed each respective amount for the June 2005 and the June 2006 Distribution
Dates, respectively, solely as a result of the scheduled termination of the
related cap agreements.

                                       24

<PAGE>

     "Group III Class I Percentage" for each Distribution Date is as set forth
below:

                  Group III
 Distribution      Class I
     Date         Percentage
--------------   -----------
October 2003     5.000149675%
November 2003    5.038491467%
December 2003    5.073878509%
January 2004     5.106221600%
February 2004    5.151656277%
March 2004       5.193301835%
April 2004       5.231017963%
May 2004         5.264668094%
June 2004        5.294116766%
July 2004        5.319229553%
August 2004      5.342784913%
September 2004   5.365175969%
October 2004     5.386355158%
November 2004    5.406278950%
December 2004    5.426227698%
January 2005     5.446200536%
February 2005    5.466196592%
March 2005       5.486214987%
April 2005       5.506254832%
May 2005         5.526315231%
June 2005        5.546395280%
July 2005        5.566494066%
August 2005      5.586610670%
September 2005   5.606742776%
October 2005     5.626883983%
November 2005    5.647040093%
December 2005    5.667210157%
January 2006     5.687393214%
February 2006    5.707584981%
March 2006       5.727787760%
April 2006       5.748000569%
May 2006         5.768222418%
June 2006        5.788452310%
July 2006        5.808689239%

     "Group III Cross Collateralization Amount": For any Distribution Date, the
portion of the Group III Interest Remittance Amount remaining after payment of
the Monthly Interest

                                       25

<PAGE>

Distributable Amount on the Class A-3 Certificates, the related proportional
amount of the Class I Monthly Distributable Amount and the related proportional
amount of the Administrative Fees.

     "Group III Interest Remittance Amount": For any Distribution Date, the
portion of the Interest Remittance Amount that was collected or advanced on the
Group III Mortgage Loans.

     "Group III Mortgage Loans": The Mortgage Loans allocated to Group III which
primarily support the Class A-3 Certificates.

     "Group III Pool Balance": The Pool Balance relating to the Group III
Mortgage Loans.

     "Group III Principal Distribution Amount" with respect to any Distribution
Date is the sum of (i) the Group III Basic Principal Distribution Amount for
such Distribution Date and (ii) the Extra Principal Distribution Amount for such
Distribution Date multiplied by the Class A-3 Allocation Percentage.

     "Group III Principal Remittance Amount": For any Distribution Date, the
portion of the Principal Remittance Amount that was collected or advanced on the
Group III Mortgage Loans plus, (i) following the First Pre-Funding Period any
remaining First Pre-Funding Amounts related to the Group III Mortgage Loans and
(ii) following the Second Pre-Funding Period any remaining Pre-Funded Amounts
relating to the Group III Mortgage Loans.

     "Group III REMIC III Net WAC": The weighted average pass-through rate on
the Class II-E1 through Class II-E34, Class II-F1 through Class II-F34, II-G1
through Class II-G34, Class II-H1 through Class II-H34, Class II-J2, Class
II-K2, Class II-L2 and Class II-M2 Interests.

     "Group III REMIC Available Funds Cap": The weighted average pass-through
rate on the Class IV-Accrual2 and Class IV-A3 Interests.

     "Group III Schedule": As set forth in Appendix B.

     "Group III Subordinated Amount": For any Distribution Date, the excess, if
any, of the Group III Pool Balance plus any related Pre-Funded Amount over the
aggregate Certificate Principal Balance of the Class A-3 Certificates, for such
Distribution Date.

     "Indenture" An indenture relating to the issuance of net interest margin
notes secured by the Class O Certificates, the Class P Certificates and the
Class X Certificates.

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

                                       26

<PAGE>

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

     "Initial Certificate Principal Balance": With respect to any Regular
Certificate (other than a Class X Certificate or Class I Certificate), the
amount designated "Initial Certificate Principal Balance" on the face thereof.

     "Initial Mortgage Loan": The Mortgage Loans which are described (with
complete statistical information included) in the Prospectus Supplement.

     "Initial Swap Amount": shall mean a payment in the amount of $261,833.33

     "Insurance Proceeds": Proceeds paid by any insurer pursuant to any
insurance policy covering a Mortgage Loan which are required to be remitted to
the Servicer, including MI Insurance Proceeds in the case of Mortgage Loans
covered under a MI Policy, or amounts required to be paid by the Servicer
hereunder, net of any component thereof (i) covering any expenses incurred by or
on behalf of the Servicer in connection with obtaining such proceeds, (ii) that
is applied to the restoration or repair of the related Mortgaged Property or
(iii) released to the Mortgagor in accordance with the Servicer's normal
servicing procedures.

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

     "Interest Remittance Amount": With respect to any Distribution Date, that
portion of the Available Funds for such Distribution Date allocable to interest
(excluding Prepayment Charges).

     "Interest Remittance Formula Amount": As of any Distribution Date and any
Group is an amount equal to (1) the product of (x) 1/12 of the Weighted Average
Mortgage Rate of the related Group as of the beginning of the prior Due Period
and (y) the Pool Balance related to that Group as of the beginning of the prior
Due Period minus (2) the aggregate amount of Relief Act Shortfalls and Net
Prepayment Interest Shortfalls for such Group for the prior period.

     "Lender Letter": The lender letter #LL03-00 dated April 11, 2000 for Fannie
Mae Sellers.

     "LIBOR": All references to LIBOR herein are references to One-Month LIBOR.
With respect to any Accrual Period, the rate determined by the Trustee on the
related Interest Determination Date on the basis of the offered rates of the
Reference Banks for one-month United States dollar deposits, as such rates
appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
Interest Determination Date. If such rate does not appear on Telerate Page 3750,
the rate for that day will be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a period equal to the relevant Accrual Period (commencing
on the first day of such Accrual Period). The Trustee will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that day will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that

                                       27

<PAGE>

day will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Trustee, at approximately 11:00 a.m., New York City time,
on that day for loans in United States dollars to leading European banks for a
period equal to the relevant Accrual Period (commencing on the first day of such
Accrual Period).

     The establishment of LIBOR on each Interest Determination Date by the
Trustee and the Trustee's calculation of the rate of interest applicable to the
Certificates for the related Accrual Period shall (in the absence of manifest
error) be final and binding.

     "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.

     "Lifetime Rate Cap": With respect to each Adjustable Rate Mortgage Loan
with respect to which the related Mortgage Note provides for a lifetime rate
cap, the maximum Mortgage Rate permitted over the life of such Mortgage Loan
under the terms of such Mortgage Note, as set forth on the Mortgage Loan
Schedule.

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

     "Liquidation Expenses": Out-of-pocket expenses (exclusive of overhead)
which are incurred by or on behalf of the Servicer in connection with the
liquidation of any Mortgage Loan and not recovered under any insurance policy,
such expenses, including, without limitation, legal fees and expenses, any
unreimbursed amount expended respecting the related Mortgage Loan and any
related and unreimbursed expenditures for real estate property taxes or for
property restoration, preservation or insurance against casualty loss or damage.

     "Liquidation Proceeds": Proceeds (including Insurance Proceeds) received in
connection with the liquidation of any Mortgage Loan or related REO Property.

     "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any date of
determination, a fraction expressed as a percentage, the numerator of which is
the then current principal amount of the Mortgage Loan, and the denominator of
which is the lesser of the purchase price or the Appraised Value of the related
Mortgaged Property.

     "Loan Year": With respect to any Mortgage Loan, the one year period
commencing on the day succeeding the origination of such Mortgage Loan and
ending on the anniversary date of such Mortgage Loan, and each annual period
thereafter.

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

     "Master REMIC": The REMIC established pursuant to Section 2.09 hereof. The
assets of the Master REMIC shall be the REMIC IV Regular Interests.

                                       28

<PAGE>

     "Master REMIC Regular Interests": As defined in Section 2.09 hereof.

     "Maximum Collateral Amount": The sum of the Principal Balance as of the
Cut-off Date of the Closing Date Mortgage Loans and the Original Pre-Funded
Amount.

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

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

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

     "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2 Certificate
or Class M-3 Certificate.

     "MI Insurance Agreement": A private mortgage insurance agreement issued by
the MI Insurer pursuant to which MI Policies are issued on individual Mortgage
Loans.

     "MI Insurance Proceeds": Proceeds paid by the MI Insurer pursuant to an MI
Policy.

     "MI Insurer": Each of (i) PMI Mortgage Insurance Co., an Arizona mortgage
insurance company and (ii) Mortgage Guaranty Insurance Corporation, a Wisconsin
private mortgage insurance company and their successors and assigns.

     "MI Insurer Insolvency Event": (A) The determination by the applicable
regulatory or supervisory agency having jurisdiction over the MI Insurer that
such MI Insurer is insolvent or unable to pay its obligations as they mature,
(B) following the failure of the MI Insurer to pay under the related MI Policy,
the determination by the Servicer that such MI Insurer is insolvent or unable to
pay its obligations as they become due, (C) the long-term rating on the claims
paying ability of the MI Insurer shall be lowered by Moody's below A-2, if such
MI Insurer is then rated by Moody's, or shall be lowered by S&P below AA, if
such MI Insurer is then rated by S&P.

     "MI Policy": A private mortgage insurance policy underwritten by the MI
Insurer with respect to an individual Mortgage Loan, issued pursuant to the MI
Insurance Agreement.

     "MI Premium": The primary mortgage insurance premium for each MI Policy,
payable annually to an MI Insurer, as specified in the MI Insurance Agreement,
and with respect to each monthly premium payment, 1/12 of the annual premium.

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

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

                                       29

<PAGE>

     "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 Payment": With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for partial Principal Prepayments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period).

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

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

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

     "Mortgage Loan Schedule": With respect to any date, the schedule of
Mortgage Loans subject to this Agreement on such date. The schedule of Closing
Date Mortgage Loans as of the Cut-off Date is the schedule set forth in Exhibit
B hereto and the schedule or schedules of Subsequent Mortgage Loans, if any, as
of the Subsequent Cut-off Date, which schedules set forth as to each Mortgage
Loan:

     (i) the loan number and name of the Mortgagor;

     (ii) the street address, city, state and zip code of the Mortgaged
Property;

     (iii) the Mortgage Rate at origination;

     (iv) with respect to an Adjustable Rate Mortgage Loan, the Maximum Rate and
the Minimum Rate;

     (v) the maturity date;

     (vi) the original principal balance;

     (vii) the first due date;

     (viii) the type of Mortgaged Property;

     (ix) the Monthly Payment in effect as of the Cut-off Date (with respect to
a Closing Date Mortgage Loan) or Subsequent Cut-off Date (with respect to a
Subsequent Mortgage Loan);

                                       30

<PAGE>

     (x) the Principal Balance as of the Cut-off Date (with respect to a Closing
Date Mortgage Loan) or Subsequent Cut-off Date (with respect to a Subsequent
Mortgage Loan);

     (xi) with respect to an Adjustable Rate Mortgage Loan, the Index, the Gross
Margin; the Lifetime Rate Cap and the Periodic Rate Cap;

     (xii) with respect to an Adjustable Rate Mortgage Loan, the first
Adjustment Date and next Adjustment Date, if any;

     (xiii) with respect to an Adjustable Rate Mortgage Loan, the Adjustment
Date frequency and Distribution Date frequency;

     (xiv) the occupancy status;

     (xv) the purpose of the Mortgage Loan;

     (xvi) the Appraised Value of the Mortgaged Property;

     (xvii) the original term to maturity;

     (xviii) the paid-through date of the Mortgage Loan;

     (xix) the Loan-to-Value Ratio;

     (xx) whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or a
Fixed Rate Mortgage Loan;

     (xxi) whether or not the Mortgage Loan was underwritten pursuant to a
limited documentation program;

     (xxii) whether or not the Mortgage Loan is a Convertible Mortgage Loan;

     (xxiii) whether the Mortgage Loan is covered by an MI Policy;

     (xxiv) if the Mortgage Loan is registered with MERS on the MERS System, the
MIN; and

     (xxv) whether the Mortgage Loan is in Group I, Group II or Group III.

     The Mortgage Loan Schedule shall set forth the total of the amounts
described under (x) above for all of the Mortgage Loans.

     "Mortgage Loans": At any time, collectively, all Mortgage Loans that have
been transferred and conveyed to the Trust, in each case together with the
Related Documents, and that remain subject to the terms of the Agreement. As
applicable, Mortgage Loan shall be deemed to refer to the related REO Property
and both Closing Date Mortgage Loans and Subsequent Mortgage Loans.

                                       31

<PAGE>

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

     "Mortgage Rate": With respect to any Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan.

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

     "Mortgaged Property": The underlying property, including real property and
improvements thereon, securing a Mortgage Loan.

     "Mortgagor": The obligor on a Mortgage Note.

     "Net Liquidation Proceeds": With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

     "Net Mortgage Rate": With respect to any Mortgage Loan and any day, the
related Mortgage Rate less the Administrative Fee Rate.

     "Net Prepayment Interest Shortfall": On any Distribution Date, the excess,
if any of (i) any Prepayment Interest Shortfall and (ii) any payments of
Compensating Interest made by the Servicer.

     "Net WAC": The weighted average Net Mortgage Rate on the Mortgage Loans.

     "NFI": NovaStar Financial, Inc., a Maryland corporation, and its successors
and assigns.

     "Non-REMIC Accounts" The Pre-Funding Account and the Supplemental Interest
Accounts held by the related Supplemental Interest Trusts.

     "Nonrecoverable Advance": With respect to any Mortgage Loan, any Advance
(i) which was previously made or is proposed to be made by the Servicer; and
(ii) which, in the good faith judgment of the Servicer, will not or, in the case
of a proposed Advance, would not, be ultimately recoverable by the Servicer from
Liquidation Proceeds, Repurchase Price or future payments on such Mortgage Loan.

     "Notional Amount Test Event": Occurs when the Trustee determines, pursuant
to Section 4.03(f), that the related scheduled notional amount that would be
used to calculate the Group I/Group II Class I Monthly Interest Distributable
Amount or the Group III Class I Monthly Interest Distributable Amount exceeds
the portion of the aggregate Certificate Principal Balance of the Underwritten
Certificates on such Distribution Date related to such Group or Groups.

                                       32

<PAGE>

     "Novation Agreement": The Novation Agreement, dated as of September 16,
2003, among NovaStar Mortgage, Inc., as transferor, the Trustee on behalf of the
Trust, as transferee and Citibank, N.A. as cap counterparty.

     "NRFC": NovaStar REMIC Financing Corporation, a Delaware corporation, and
its successors and assigns.

     "Offered Certificates": Collectively, the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates, and the Class P Certificates.

     "Officer's Certificate": A Certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President or any vice president (however
denominated), and by the Treasurer, the Secretary, or any assistant treasurer or
assistant secretary of the applicable Person.

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

     "Optional Termination Date": The first Distribution Date on which the
Servicer may opt to terminate the Trust Fund pursuant to Section 11.01.

     "Original Pre-Funded Amount": The amount deposited by the Company in the
Pre-Funding Account on the Closing Date, which amount is approximately
$749,703,416.38 ($628,557,630.93 related to Group I Mortgage Loans,
$87,311,655.72 related to Group II Mortgage Loans and $33,834,129.74 related to
Group III Mortgage Loans).

     "Original Value": Except in the case of a refinanced Mortgage Loan, the
lesser of the Appraised Value or sales price of the Mortgaged Property at the
time a Mortgage Loan is closed, and for a refinanced Mortgage Loan, the Original
Value is the value of such property set forth in an appraisal acceptable to the
Servicer.

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

     "Overcollateralization Amount": For any Distribution Date, is equal to (a)
the sum of (i) the Pool Balance, after giving effect to distributions of
principal on the Mortgage Loans, and (ii) any outstanding Pre-Funded Amount,
minus (b) the aggregate Certificate Principal Balance of the Offered
Certificates, after giving effect to principal distributions to be made on the
Offered Certificates on such Distribution Date.

     "Overcollateralization Deficiency Amount": With respect to any Distribution
Date equals the amount, if any, by which the Required Overcollateralization
Amount exceeds the Overcollateralization Amount on such Distribution Date (after
giving effect to distributions in respect of the Group I Basic Principal
Distribution Amount, the Group II Basic Principal Distribution Amount and the
Group III Basic Principal Distribution Amount on such Distribution Date).

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     "Overcollateralization Release Amount": With respect to any Distribution
Date, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralization Amount for
such Distribution Date (assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on such Distribution Date) over (ii) the Required
Overcollateralization Amount for such Distribution Date.

     "Pass-Through Rate": For any Distribution Date and any of the Class A,
Class M and Class B Certificates, the lesser of (1) the Formula Rate for such
Class for such Distribution Date and (2) the related Available Funds Cap for
such Distribution Date.

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

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

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

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

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

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

     "Pool Balance": As of any date of determination, the aggregate unpaid
principal balance of the related Mortgage Loans as of such date.

     "Pre-Funded Amount": With respect to any date of determination, the amount
on deposit in the Pre-Funding Account.

     "Pre-Funding Account": The account established and maintained pursuant to
Section 4.05, as defined herein, and which must be an Eligible Account.

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

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

     "Prepayment Interest Shortfall": As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in full during the related Prepayment
Period, an amount equal to the excess of interest accrued during the related
Prepayment Period at the Mortgage Rate (net of the Servicing Fee) on the
Principal Balance of such Mortgage Loan over the amount of interest (adjusted to
the Mortgage Rate (net of the Servicing Fee)) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in full or (b) a
partial Principal Prepayment during the prior calendar month, an amount equal to
interest accrued during the related Prepayment Period at the Mortgage Rate (net
of the Servicing Fee) on the amount of such partial Principal Prepayment.

     "Prepayment Period": For any Distribution Date, the period commencing on
the day after the Determination Date in the month preceding the month in which
such Distribution Date falls (or, in the case of the first Distribution Date,
from the Cut-off Date) and ending on the Determination Date of the calendar
month in which such Distribution Date falls.

     "Principal Balance": With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Principal Balance of the Mortgage Loan as
of the Cut-off Date or Subsequent Cut-off Date, as applicable, minus (ii) the
sum of (a) the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending prior to the
most recent Distribution Date which were received or with respect to which an
Advance was made, and (b) all Principal Prepayments with respect to such
Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds
and REO Proceeds, to the extent applied by the Servicer as recoveries of
principal in accordance with Section 3.13 hereof with respect to such Mortgage
Loan or REO Property, and (c) the principal portion of any Realized Loss with
respect thereto for any previous Distribution Date.

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

     "Principal Remittance Amount": With respect to any Distribution Date, the
sum of (i) each scheduled payment of principal collected or advanced on the
Mortgage Loans by the Servicer that were due during the related Due Period, (ii)
the principal portion of all partial and full Principal Prepayments of the
Mortgage Loans applied by the Servicer during the related Prepayment Period,
(iii) the principal portion of all related Net Liquidation Proceeds and
Insurance Proceeds received during such Prepayment Period, (iv) that portion of
the Repurchase Price, representing principal of any repurchased Mortgage Loan,
deposited to the Collection Account during such Prepayment Period, (v) the
principal portion of any related Substitution Adjustment Amounts deposited in
the Collection Account during such Prepayment Period, (vi)

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in the case of the Distribution Date immediately following the end of the First
Pre-Funding Period, any remaining amounts of the First Pre-Funding Amount on
deposit in the Pre-Funding Account, (vii) in the case of the Distribution Date
immediately following the end of the Second Pre-Funding Period but no later than
the Distribution Date in December 2003, any amount remaining in the Pre-Funding
Account not used by the Trustee to purchase Subsequent Mortgage Loans and (viii)
on the Distribution Date on which the Trust Fund is to be terminated pursuant to
Section 11.01, that portion of the Termination Price, in respect of principal.

     "Prospectus": The Prospectus Supplement together with the Base Prospectus
attached thereto with respect to the Offered Certificates.

     "Prospectus Supplement": That certain Prospectus Supplement dated September
11, 2003 relating to the public offering of the Offered Certificates.

     "Purchase Agreement": The agreement, dated as of September 1, 2003, between
the Seller, the Company, the Trustee and the Custodian, regarding the transfer
of the Mortgage Loans by the Seller to or at the direction of the Company.

     "Qualified Liquidation": The meaning set forth from time to time in the
definition thereof at Section 860F(a)(4) of the Code and applicable to the
Trust.

     "Qualified Mortgage": The meaning set forth from time to time in the
definition thereof at Section 860G(a)(3) of the Code and applicable to the
Trust.

     "Qualified Replacement Mortgage": A Mortgage Loan substituted for another
pursuant to Section 3.01 of the Purchase Agreement and that satisfies all of the
criteria set forth from time to time in the definition thereof at Section
860G(a)(4) of the Code and applicable to the Trust, all as evidenced by an
Officer's Certificate of the Seller delivered to the Trustee prior to any such
substitution.

     "Rate Step-up Date": The first Distribution Date to occur after the
Optional Termination Date has occurred.

     "Rating Agency": Any nationally recognized statistical rating organization,
or its successor, that rated the Offered Certificates at the request of the
Company at the time of the initial issuance of the Offered Certificates.
Initially such rating agencies shall consist of Moody's, Standard & Poor's and
Fitch. If such organization or a successor is no longer in existence, "Rating
Agency" shall be such nationally recognized statistical rating organization, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee. References herein to the highest short-term
unsecured rating category of a Rating Agency shall mean A-1 or better in the
case of Standard & Poor's, P-1 or better in the case of Moody's, F-1 or better
in the case of Fitch and in the case of any other Rating Agency shall mean such
equivalent rating. References herein to the highest long-term rating category of
a Rating Agency shall mean "AAA" in the case of Standard & Poor's and Fitch and
"Aaa" in the case of Moody's and in the case of any other Rating Agency, such
equivalent rating.

     "Realized Loss": With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i)

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<PAGE>

the Principal Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders up to the last day of
the month in which the Cash Liquidation (or REO Disposition) occurred on the
Principal Balance of such Mortgage Loan (or REO Property) outstanding during
each Due Period that such interest was not paid or advanced, minus (iii) Net
Liquidation Proceeds (after giving effect to coverage provided by any MI
policy), if any, received with respect to such Cash Liquidation (or REO
Disposition), minus the portion thereof reimbursable to the Servicer or any
Subservicer with respect to related Advances or expenses as to which the
Servicer or Subservicer is entitled to reimbursement thereunder but which have
not been previously reimbursed. With respect to each Mortgage Loan which has
become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.

     "Record Date": With respect to each Distribution Date, the Close of
Business on the Business Day immediately preceding the related Distribution
Date.

     "Reference Banks": Deutsche Bank, Barclay's Bank PLC, The Bank of
Tokyo-Mitsubishi, LTD. and National Westminster Bank PLC and their successors in
interest; provided that if any of the foregoing banks are not suitable to serve
as a Reference Bank, then any leading banks selected by the Trustee which are
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) not
controlling, under the control of or under common control with the Seller or any
Affiliate thereof, (iii) whose quotations appear on the Reuters Screen LIBOR
Page on the relevant Interest Determination Date and (iv) which have been
designated as such by the Trustee.

     "Regular Certificate": Any of the Class A Certificates, Mezzanine
Certificates, Class B Certificates, Class I Certificates, Class O Certificates,
Class X Certificates or Class P Certificates.

     "Related Documents": With respect to each Mortgage Loan, the documents
specified in Section 2.01 hereof and any documents required to be added to such
documents pursuant to this Agreement, the Purchase Agreement or any Subsequent
Transfer Instrument.

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

     "Relief Act Shortfall": As to any Distribution Date and any Mortgage Loan
(other than a Mortgage Loan relating to an REO Property), any shortfalls
relating to the Relief Act or similar legislation or regulations.

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

     "REMIC Available Funds Cap": For each Distribution Date (a) for the Class
A-1 Certificates and Class A-2 Certificates, the Group I/Group II REMIC
Available Funds Cap, (b)

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<PAGE>

for the Class A-3 Certificates, the Group III REMIC Available Funds Cap and (c)
for the Class M Certificates and Class B Certificates, the Subordinate REMIC
Available Funds Cap.

     "REMIC Interests Sale Agreement": The REMIC Interests Sale Agreement, dated
as September 1, 2003, between the Company and NRFC.

     "Monthly Interest Distributable Amount": For any Distribution Date and any
Class of Underwritten Certificates, the sum of (1) the Unpaid Interest Shortfall
Amount for that Class and Distribution Date and (2) the Current Interest for
that Class and Distribution Date. In the event of a shortfall in the full amount
necessary to pay both the Unpaid Interest Shortfall Amount and the Current
Interest for a Class, the money will first be applied to the Unpaid Interest
Shortfall Amount and then to the Current Interest.

     "REMIC Pass-Through Rate": As defined in Section 2.09 hereof.

     "REMIC I Pass-Through Rate": As to each of the respective REMIC I Regular
Interests, the applicable "REMIC I Pass-Through Rate" set forth in Section 2.09
hereof.

     "REMIC II Pass-Through Rate": As to each of the respective REMIC II Regular
Interests, the applicable "REMIC II Pass-Through Rate" set forth in Section 2.09
hereof.

     "REMIC III Pass-Through Rate": As to each of the respective REMIC III
Regular Interests, the applicable "REMIC III Pass-Through Rate" set forth in
Section 2.09 hereof.

     "REMIC IV Pass-Through Rate": As to each of the respective REMIC IV Regular
Interests, the applicable "REMIC IV Pass-Through Rate set forth in Section 2.09
hereof.

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

     "REMIC Regular Interests": The REMIC I Regular Interests, the REMIC II
Regular Interests, the REMIC III Regular Interests and the Master REMIC Regular
Interests.

     "REMIC I Regular Interests": As defined in Section 2.09 hereof.

     "REMIC II Regular Interests": As defined in Section 2.09 hereof.

     "REMIC III Regular Interests": As defined in Section 2.09 hereof.

     "REMIC IV Regular Interests": As defined in Section 2.09 hereof.

     "REO Acquisition": The acquisition by the Servicer on behalf of the Trustee
for the benefit of the Certificateholders of any REO Property pursuant to
Section 3.13 hereof.

     "REO Disposition": As to any REO Property, a determination by the Servicer
that it has received substantially all Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and other

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<PAGE>

payments and recoveries (including proceeds of a final sale) which the Servicer
expects to be finally recoverable from the sale or other disposition of the REO
Property.

     "REO Imputed Interest": As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding net, with respect to a
negative amortization loan, of amounts that would have been Deferred Interest,
if any) on the unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period as such balance is reduced pursuant to
Section 3.13 hereof by any income from the REO Property treated as a recovery of
principal and with respect to a negative amortization loan, as such balance is
increased by the addition of Deferred Interest.

     "REO Proceeds": Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property), which proceeds are required to be deposited into the
Collection Account within two days of receipt by the Servicer.

     "REO Property": A Mortgaged Property that is acquired by the Trust by
foreclosure or by deed in lieu of foreclosure.

     "Repurchase Event": With respect to any Mortgage Loan, either (i) a
discovery that, as of the Closing Date the related Mortgage was not a valid lien
on the related Mortgaged Property subject only to (A) the lien of real property
taxes and assessments not yet due and payable, (B) covenants, conditions, and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage and such other permissible title
exceptions as are permitted and (C) other matters to which like properties are
commonly subject which do not materially adversely affect the value, use,
enjoyment or marketability of the related Mortgaged Property or (ii) with
respect to any Mortgage Loan as to which the Seller delivers an affidavit
certifying that the original Mortgage Note has been lost or destroyed, a
subsequent default on such Mortgage Loan if the enforcement thereof or of the
related Mortgage is materially and adversely affected by the absence of such
original Mortgage Note.

     "Repurchase Price": With respect to any Mortgage Loan (i) required to be
repurchased on any date by the Seller pursuant to the Purchase Agreement, (ii)
permitted to be purchased by the Servicer pursuant to Article III hereof or
(iii) required to be purchased by the Converted Loan Purchaser pursuant to the
Converted Loan Purchase Agreement, an amount equal to the sum, without
duplication, of (i) 100% of the Principal Balance thereof (without reduction for
any amounts charged off) and (ii) unpaid accrued interest at the Mortgage Rate
on the outstanding principal balance thereof from the Due Date to which interest
was last paid by the Mortgagor (or with respect to which an Advance was last
made by the Servicer) to the first day of the month following the month of
purchase plus (iii) the amount of any unreimbursed Servicing Advances or
unreimbursed Advances made with respect to such Mortgage Loan plus (iv) any
other amounts owed to the Servicer or the Subservicer pursuant to Section 3.07
hereof and not included in clause (iii) of this definition plus (v) any costs
and damages incurred by the Trust Fund in connection with any violation by any
Mortgage Loan of any predatory or abusive lending law.

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<PAGE>

     "Request for Release": A request for release in substantially the form of
Exhibit E hereto.

     "Required Overcollateralization Amount" for any Distribution Date is equal
to:

     (i) prior to the Crossover Date, 1.50% of the sum of (i) the Pool Balance
of the Closing Date Mortgage Loans as of the Cut-Off Date, and (ii) the Original
Pre-Funded Amount.

     (ii) on or after the Crossover Date, the greater of:

          a. 0.50% of the sum of (x) the Pool Balance of the Closing Date
     Mortgage Loans as of the Cut-Off Date and (y) the Original Pre-Funded
     Amount; and

          b. the lesser of:

               (1) 1.50% of the sum of (x) the Pool Balance of the Closing Date
          Mortgage Loans as of the related Cut-Off Date and (y) the Original
          Pre-Funded Amount; and

               (2) 3.00% of the current Pool Balance (after giving effect to
          distributions of principal on the Mortgage Loans) as of the end of the
          related Due Period.

     On any Distribution Date on which a Trigger Event is in effect, the
Required Overcollateralization Amount will be equal to the Required
Overcollateralization Amount as of the preceding Distribution Date.

     "Residual Certificate": The Class R Certificates representing beneficial
ownership of the Class R-I, Class R-II, Class R-III, Class R-IV and Class R-V
Interests.

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

     "Responsible Officer": With respect to the Trustee, any officer working in
the Corporate Trust Office with direct responsibility for the administration of
this Agreement and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Retained Certificates": The Class I Certificates, Class O Certificates,
the Class P Certificates, the Class R Certificates and the Class X Certificates.

     "Rolling 60-Day Delinquency Percentage": For any Distribution Date, the
average of the 60-Day Delinquency Percentages for the Mortgage Loans as of the
last day of each of the three (or 1 and 2 in the case of the first two
Distribution Dates, as applicable) most recently ended Due Periods.

     "Rolling 90-Day Delinquency Percentage": For any Distribution Date, the
average of the 90-Day Delinquency Percentages for the Mortgage Loans as of the
last day of each of the three

                                       40

<PAGE>

(or 1 and 2 in the case of the first two Distribution Dates, as applicable) most
recently ended Due Periods.

     "Second Pre-Funding Period": The period beginning on October 7, 2003 and
ending on the earlier to occur of (a) the date upon which the amount on deposit
in the Pre-Funding Account (exclusive of investment income) has been reduced to
less than $10,000 or (b) December 12, 2003.

     "Seller": NovaStar Mortgage, Inc., a Virginia corporation, and its
successors and assigns.

     "Servicer": NovaStar Mortgage, Inc., a Virginia corporation, and its
successors and assigns.

     "Servicer Remittance Date": The third Business Day prior to each
Distribution Date.

     "Servicing Account": The separate trust account created and maintained by
the Servicer or each Subservicer with respect to the Mortgage Loans or REO
Property, which shall be an Eligible Account, for collection of taxes,
assessments, insurance premiums and comparable items as described in Section
3.08 hereof.

     "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event in the performance by the Servicer of its servicing
obligations, including, without duplication, but not limited to, the cost of (i)
the preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property, (iv) compliance with the
obligations under Section 3.13 hereof, and (v) expenses incurred in connection
with any Mortgage Loan being registered on the MERS System.

     "Servicing Default": The meaning assigned in Section 7.01 hereof.

     "Servicing Fee": With respect to the Mortgage Loans and any Distribution
Date, the product of (i) the Servicing Fee Rate divided by 12 and (ii) the Pool
Balance as of the first day of the related Due Period.

     "Servicing Fee Rate": With respect to any Mortgage Loan, 0.50% per annum.

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

     "Servicing Transfer Costs": Reasonable and necessary costs and expenses
incurred, by or on behalf of the Trustee or successor Servicer in connection
with the transfer of servicing in the event of termination of the Servicer as
servicer hereunder and the resulting transfer to the successor Servicer.

                                       41

<PAGE>

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

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

     "Subordinate Available Funds Cap": For each Distribution Date, a rate equal
to the weighted average of (1) the Group I/Group II Available Funds Cap and (2)
the Group III Available Funds Cap, weighted on the basis of the related
Subordinated Amount, all for such Distribution Date.

     "Subordinate REMIC Available Funds Cap": The weighted average pass-through
rate on the Class IV-M1, Class IV-M2, Class IV-M3, Class IV-B1, Class IV-B2 and
Class IV-O Interests.

     "Subordinated Amount": For each Distribution Date, either the Group I/Group
II Subordinated Amount or the Group III Subordinated Amount, as applicable.

     "Subsequent Cut-off Date": With respect to those Subsequent Mortgage Loans
which are sold to the Trust pursuant to a Subsequent Transfer Instrument, the
date of origination of such Mortgage Loan provided, however, that the Cut-off
Date for any Subsequent Mortgage Loan transferred to the Trust on or prior to
October 6, 2003 will be the later of (i) the date of origination of such
Subsequent Mortgage Loan and (ii) September 1, 2003.

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

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

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

     "Subservicer": Any Person with which either Servicer has entered into a
Subservicing Agreement and which meets the qualifications of a Subservicer
pursuant to Section 3.02 hereof.

     "Subservicing Account": An account established by a Subservicer which meets
the requirements set forth in Section 3.06(e) and is otherwise acceptable to the
Servicer.

     "Subservicing Agreement": The written contract between either Servicer and
a Subservicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02 hereof.

     "Subservicing Fee": With respect to each Mortgage Loan and any Distribution
Date, the portion of the Servicing Fee paid to a Subservicer.

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<PAGE>

     "Substitution Adjustment Amount": As defined in Section 2.03 hereof.

     "Supplemental Interest Account": An account established by the Trustee
pursuant to Section 4.04 and is otherwise acceptable to the applicable Servicer.

     "Supplemental Interest Amount Due": With respect to any Class of
Underwritten Certificates and any Distribution Date, the sum of (x) the
Available Funds Cap Shortfall Amount for such Class of Certificates and such
Distribution Date and (y) the Available Funds Cap Carryforward Amount for such
Class and Distribution Date.

     "Supplemental Interest Payment": With respect to any Distribution Date:

     (i) for the Class A-1 Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class A-1 Certificates and (y) the amounts on
deposit and available for distribution to the Class A-1 Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (ii) for the Class A-2A Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class A-2A Certificates and (y) the amounts on
deposit and available for distribution to the Class A-2A Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (iii) for the Class A-2B Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class A-2B Certificates and (y) the amounts on
deposit and available for distribution to the Class A-2B Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (iv) for the Class A-2C Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class A-2C Certificates and (y) the amounts on
deposit and available for distribution to the Class A-2C Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (v) for the Class M-1 Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class M-1 Certificates and (y) the amounts on
deposit and available for distribution to the Class M-1 Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (vi) for the Class M-2 Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class M-2 Certificates and (y) the amounts on
deposit and available for distribution to the Class M-2 Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (v) for the Class M-3 Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class M-3 Certificates and (y) the amounts on
deposit and available for distribution to the Class M-3 Certificates from the
Supplemental Interest Trusts on that Distribution Date;

     (vi) for the Class B-1 Certificates, the lesser of (x) the Supplemental
Interest Amount Due for the Class B-1 Certificates and (y) the amounts on
deposit and available for distribution to the Class B-1 Certificates from the
Supplemental Interest Trusts on that Distribution Date; and

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<PAGE>

     (vii) for the Class B-2 Certificates, the lesser of (x) the Supplemental
Interest Payment Amount Due for the Class B-2 Certificates and (y) the amounts
on deposit and available for distribution to the Class B-2 Certificates from the
Supplemental Interest Trusts on that Distribution Date.

     "Supplemental Interest Trust": Each of Supplemental Interest Trust I,
Supplemental Interest Trust II, Supplemental Interest Trust III and Supplemental
Interest Trust IV.

     "Supplemental Interest Trust I" One of the four trusts established and
maintained pursuant to Section 4.04 and designated as such.

     "Supplemental Interest Trust II" One of the four trusts established and
maintained pursuant to Section 4.04 and designated as such.

     "Supplemental Interest Trust III" One of the four trusts established and
maintained pursuant to Section 4.04 and designated as such.

     "Supplemental Interest Trust IV" One of the four trusts established and
maintained pursuant to Section 4.04 and designated as such.

     "Swap Agreement": Any of the four interest rate Swap Agreements between the
Trustee, on behalf of the Trust and a Swap Counterparty which are deemed to be
assets of the Supplemental Interest Trust I and not an asset of any one of the
REMICs created hereunder.

     "Swap Amount": The calculation of the Swap Amount is subject to the
verification and confirmation of the Swap Counterparties who are calculation
agents for the Swap Agreements. Swap Amount shall mean, on each Distribution
Date on or prior to the Class I Termination Date, the excess of (x) the product
of (i) the related fixed rate of interest, (ii) 30 divided by 360 and (iii) the
related notional amount over (y) the product of (i) LIBOR, (ii) the actual
number of days elapsed in the related Accrual Period divided by 360 and (iii)
the related notional amount (so long as such calculation results in a positive
number) which after the occurrence of a Notional Amount Test Event, shall be
calculated pursuant to Section 4.03(f).

     "Swap Counterparty": Greenwich Capital Derivatives, Inc.

     "Swap Interest Rate Schedule": As set forth in Appendix B.

     "Swap Termination Payment": The termination payment pursuant to a Swap
Agreement, which would be payable out of the Supplemental Interest Trust I if
the Supplemental Interest Trust I fails to pay the related Swap Amount on a
prior Distribution Date.

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

     "Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed by the Trustee, on behalf of each

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<PAGE>

REMIC, together with any and all other information reports, forms or returns
that may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.

     "Termination Price": As defined in Section 11.01(a) hereof.

     "Telerate Page 3750": The display page currently so designated on the Dow
Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

     "Treasury Regulations": Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trigger Event": A Trigger Event is in effect with respect to any
Distribution Date, on or after the Crossover Date, if either (i) the Rolling
60-Day Delinquency Percentage exceeds 17% of the Pool Balance at the end of the
related Due Period, or (ii) the Cumulative Loss Percentage for such Distribution
Date is greater than the applicable percentage set forth below with respect to
such Distribution Date:

Distribution Date Occurring In:   Percentage
-------------------------------   ----------
 October 2006                        4.00%
 November 2006                       4.07%
 December 2006                       4.13%
 January 2007                        4.20%
 February 2007                       4.26%
 March 2007                          4.33%
 April 2007                          4.39%
 May 2007                            4.46%
 June 2007                           4.52%
 July 2007                           4.59%
 August 2007                         4.65%
 September 2007                      4.72%
 October 2007                        4.78%
 November 2007                       4.85%
 December 2007                       4.91%
 January 2008                        4.98%
 February 2008                       5.04%
 March 2008                          5.11%
 April 2008                          5.17%
 May 2008                            5.24%
 June 2008                           5.30%
 July 2008                           5.37%
 August 2008                         5.43%

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<PAGE>

 September 2008 and thereafter       5.50%

     "Trust": NovaStar Mortgage Funding Trust 2003-3, the trust created
hereunder.

     "Trust Fund": All of the assets of the Trust, which is the trust created
hereunder consisting of the REMIC I, REMIC II, REMIC III, the Master REMIC, the
Pre-Funding Account and the Supplemental Interest Trust.

     "Trustee": JPMorgan Chase Bank, a New York banking corporation, and its
successors and assigns or any successor Agreement trustee appointed pursuant to
the terms of the Agreement.

     "Trustee Fee": With respect to each Distribution Date, the product of (i)
the Trustee Fee Rate divided by 12 and (ii) the sum of the Principal Balance of
the Mortgage Loans and the Pre-Funded Amount as of the first day of the related
Due Period.

     "Trustee Fee Rate": 0.0035% per annum.

     "Underwriters": Greenwich Capital Markets, Inc., Wachovia Capital Markets,
LLC, Morgan Stanley & Co. Incorporated, and their successors and assigns.

     "Underwriting Agreement": The Underwriting Agreement dated September 11,
2003 among the Underwriters, the Company and the Seller with respect to the
offer and sale of the Underwritten Certificates, as the same may be amended from
time to time.

     "Underwriting Guidelines": The underwriting guidelines set forth in the
Prospectus Supplement under the heading "Description of the Mortgage
Pool--Underwriting Standards for Mortgage Loans".

     "Underwritten Certificates" means, collectively, the Class A Certificates,
the Class B Certificates and Mezzanine Certificates.

     "United States Person" or "U.S. Person": A citizen or resident of the
United States, a corporation, partnership or other entity treated as a
corporation or partnership for federal income tax purposes (other than a
partnership that is not treated as a U.S. Person pursuant to any applicable
Treasury regulations) created or organized in, or under the laws of, the United
States, any state thereof or the District of Columbia, or an estate the income
of which from sources without the United States is includible in gross income
for United States federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust.

     "Unpaid Interest Shortfall Amount": With respect to each Class of
Underwritten Certificates and (i) the first Distribution Date, zero, and (ii)
any Distribution Date after the first Distribution Date, the sum of (a) the
Unpaid Interest Shortfall Amount for that Class as of the prior Distribution
Date, (b) the excess of the amount of the Current Interest due with respect to
that Class on the prior Distribution Date over the amount actually distributed
to the Holders of

                                       46

<PAGE>

that Class on account of the Current Interest on the prior Distribution Date and
(c) interest on the sum of (a) and (b) to the extent permitted by law, at the
Pass-Through Rate for such Class for the related Accrual Period.

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates shall have
95% of the Voting Rights (allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), the Class X Certificates shall have 1% of the Voting
Rights, the Class O Certificates shall have 1% of the Voting Rights, the Class I
Certificates shall have 1% of the Voting Rights, the Class P Certificates shall
have 1% of the Voting Rights and the Class R Certificates shall have 1% of the
Voting Rights. The Voting Rights allocated to any Class of Certificates (other
than the Class X Certificates, Class O Certificates, Class P Certificates, Class
I Certificates and the Class R Certificates) shall be allocated among all
Holders of each such Class in proportion to the outstanding Certificate
Principal Balance of such Certificates and the Voting Rights allocated to the
Class X Certificates, Class O Certificates, Class I Certificates, Class P
Certificates and the Class R Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders' respective Percentage
Interest; provided, however that when none of the Regular Certificates are
outstanding, 100% of the Voting Rights shall be allocated among Holders of the
Class R Certificates in accordance with such Holders' respective Percentage
Interests in the Certificates of such Class.

     "Weighted Average Mortgage Rate": With respect to any Distribution Date,
the weighted average of the Mortgage Rates of the Mortgage Loans (weighted by
the Principal Balances of the Mortgage Loans).

                                       47