EXHIBIT 4.3

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                               [NAME OF SERVICER],
                                   as Servicer


                           _____ TRUST SERIES ____-__,
                                    as Issuer


                                       and


                           [NAME OF INDENTURE TRUSTEE]
                              as Indenture Trustee


                             ______________________

                               SERVICING AGREEMENT

                         Dated as of __________ 1, ____
                             ______________________



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I

    Definitions................................................................1
       Section 1.01   Definitions..............................................1
       Section 1.02   Other Definitional Provisions............................1
       Section 1.03   Interest Calculations....................................2

ARTICLE II

    Representations and Warranties.............................................3
       Section 2.01   Representations and Warranties Regarding the Servicer....3
       Section 2.02   Representations and Warranties of the Issuer.............4
       Section 2.03   Enforcement of Representations and Warranties............4

ARTICLE III

    Administration and Servicing of Loans......................................5
       Section 3.01   The Servicer.............................................5
       Section 3.02   Collection of Certain Loan Payments......................7
       Section 3.03   Withdrawals from the Custodial Account...................9
       Section 3.04   Maintenance of Hazard Insurance; Property Protection
                      Expenses................................................10
       Section 3.05   Modification Agreements.................................11
       Section 3.06   Trust Estate; Related Documents.........................12
       Section 3.07   Realization Upon Defaulted Loans; Loss Mitigation.......12
       Section 3.08   Issuer and Indenture Trustee to Cooperate...............14
       Section 3.09   Servicing Compensation; Payment of Certain Expenses
                      by Servicer.............................................15
       Section 3.10   Annual Statement as to Compliance.......................15
       Section 3.11   Annual Servicing Report.................................16
       Section 3.12   Access to Certain Documentation and Information
                      Regarding the Loans.....................................16
       Section 3.13   Maintenance of Certain Servicing Insurance Policies.....16
       Section 3.14   Information Required by the Internal Revenue Service
                      and Reports of Foreclosures and Abandonments of
                      Mortgaged Property......................................16
       Section 3.15   Optional Purchase of Loans by Servicer..................17

ARTICLE IV

    Servicing Certificate.....................................................18
       Section 4.01   Statements to Securityholders...........................18


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       Section 4.02   Tax Reporting...........................................20

ARTICLE V

    Payment Account...........................................................20
       Section 5.01   Payment Account.........................................20

ARTICLE VI

    The Servicer..............................................................21
       Section 6.01   Liability of the Servicer...............................21
       Section 6.02   Merger or Consolidation of, or Assumption of the
                      Obligations of, the Servicer............................21
       Section 6.03   Limitation on Liability of the Servicer and Others......21
       Section 6.04   Servicer Not to Resign..................................22
       Section 6.05   Delegation of Duties....................................22

ARTICLE VII

    Default...................................................................23
       Section 7.01   Servicing Default.......................................23
       Section 7.02   Indenture Trustee to Act; Appointment of Successor......24
       Section 7.03   Notification to Securityholders.........................26

ARTICLE VIII

    Miscellaneous Provisions..................................................26
       Section 8.01   Amendment...............................................26
       Section 8.02   GOVERNING LAW...........................................26
       Section 8.03   Notices.................................................26
       Section 8.04   Severability of Provisions..............................27
       Section 8.05   Third-Party Beneficiaries...............................27
       Section 8.06   Counterparts............................................27
       Section 8.07   Effect of Headings and Table of Contents................27
       Section 8.08   Termination Upon Purchase by the Servicer or
                      Liquidation of All Loans; Partial Redemption............27
       Section 8.09   Certain Matters Affecting the Indenture Trustee.........28
       Section 8.10   Owner Trustee Not Liable for Related Documents..........28


EXHIBIT A - LOAN SCHEDULE......................................................A
EXHIBIT B - POWER OF ATTORNEY................................................B-1
EXHIBIT C - FORM OF REQUEST FOR RELEASE......................................C-1



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     This is a Servicing Agreement, dated as of _________ 1, ____, among [Name
of Servicer] (the "Servicer"), the _____ Trust Series ____-__ (the "Issuer") and
[Name of Indenture Trustee] (the "Indenture Trustee").

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


     WHEREAS, pursuant to the terms of the Loan Purchase Agreement, [Name of
Seller] (in its capacity as Seller) will sell to the Depositor the Loans
together with the Related Documents on the Closing Date;

     WHEREAS, the Depositor will sell the Loans and all of its rights under the
Loan Purchase Agreement to the Issuer, together with the Related Documents on
the Closing Date;

     WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will
issue and transfer to or at the direction of the Depositor, the Certificates;

     WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the direction of the Depositor, the Notes; and

     WHEREAS, pursuant to the terms of this Servicing Agreement, the Servicer
will service the Loans directly or through one or more Subservicers;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

     Section 1.01 DEFINITIONS. For all purposes of this Servicing Agreement,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Definitions contained in Appendix A to the
Indenture dated as of _______________ (the "Indenture"), between ______ Trust
Series ____-__, as issuer, and [Name of Indenture Trustee], as indenture
trustee, which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.

     Section 1.02 OTHER DEFINITIONAL PROVISIONS. (a) All terms defined in this
Servicing Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein.

     (b) As used in this Servicing Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Servicing Agreement or in any such certificate or other
document, and accounting terms partly defined in this Servicing Agreement or in
any such certificate or other document, to the extent not defined, shall have
the


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respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Servicing Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.

     (c) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Servicing Agreement shall refer to this Servicing Agreement as
a whole and not to any particular provision of this Servicing Agreement; Section
and Exhibit references contained in this Servicing Agreement are references to
Sections and Exhibits in or to this Servicing Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".

     (d) The definitions contained in this Servicing Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as the feminine and neuter genders of such terms.

     (e) 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; references to a
Person are also to its permitted successors and assigns.

     Section 1.03 INTEREST CALCULATIONS. All calculations of interest hereunder
that are made in respect of the Stated Principal Balance of a Loan shall be made
in accordance with the Mortgage Note. All calculations of interest on the
Securities (other than the Class A, M-2 and B-1 Notes) shall be made on the
basis of a 30-day month and a year assumed to consist of 360 days. Calculation
of interest on the Class A, M-2 and B-1 Notes shall be made on the basis of the
actual number of days in the Accrual Period and a year assumed to consist of 360
days. The calculation of the Servicing Fee shall be made on the basis of a
30-day month and a year assumed to consist of 360 days. All dollar amounts
calculated hereunder shall be rounded to the nearest penny with one-half of one
penny being rounded up.




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                                   ARTICLE II

                         Representations and Warranties

     Section 2.01 REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICER. The
Servicer represents and warrants to the Issuer and for the benefit of the
Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:

          (i) The Servicer is a limited partnership duly organized, validly
     existing and in good standing under the laws of the State of _____________
     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;

          (ii) The Servicer has the power and authority to make, execute,
     deliver and perform this Servicing Agreement and all of the transactions
     contemplated under this Servicing Agreement, and has taken all necessary
     corporate action to authorize the execution, delivery and performance of
     this Servicing Agreement. When executed and delivered, this Servicing
     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 Servicing Agreement, except for 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 Servicing 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 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; and

          (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 Servicing Agreement or the Securities which in the
     opinion of the Servicer has a reasonable likelihood of resulting in a
     material adverse effect on the transactions contemplated by this Servicing
     Agreement.



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

     Section 2.02 REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
hereby represents and warrants to the Servicer and for the benefit of the
Indenture Trustee, as pledgee of the Loans, as of the Cut-off Date:

          (i) The Issuer is a statutory trust duly formed and in good standing
     under the laws of the State of Delaware and has full power, authority and
     legal right to execute and deliver this Servicing Agreement and to perform
     its obligations under this Servicing Agreement, and has taken all necessary
     action to authorize the execution, delivery and performance by it of this
     Servicing Agreement; and

          (ii) The execution and delivery by the Issuer of this Servicing
     Agreement and the performance by the Issuer of its obligations under this
     Servicing Agreement will not violate any provision of any law or regulation
     governing the Issuer or any order, writ, judgment or decree of any court,
     arbitrator or governmental authority or agency applicable to the Issuer or
     any of its assets. Such execution, delivery, authentication and performance
     will not conflict with, or result in a breach or violation of, any
     mortgage, deed of trust, lease or other agreement or instrument to which
     the Issuer is bound.

     Section 2.03 ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES. The Servicer,
on behalf of and subject to the direction of the Indenture Trustee, as pledgee
of the Loans, or the Issuer, shall enforce the representations and warranties of
the Seller pursuant to the Loan Purchase Agreement. Upon the discovery by the
Seller, the Depositor, the Servicer, the Indenture Trustee, the Issuer, or any
Custodian of a breach of any of the representations and warranties made in the
Loan Purchase Agreement, in respect of any Loan which materially and adversely
affects the interests of the Securityholders, the party discovering such breach
or existence shall give prompt written notice to the other parties. The Servicer
shall promptly notify the Seller of such breach and request that, pursuant to
the terms of the Loan Purchase Agreement, the Seller either (i) cure such breach
in all material respects within 90 days from the date the Seller was notified of
such breach or (ii) purchase such Loan from the Issuer at the price and in the
manner set forth in Section 4 of the Loan Purchase Agreement; provided that the
Seller shall, subject to compliance with all the conditions set forth in the
Loan Purchase Agreement, have the option to substitute an Eligible Substitute
Loan or Loans for such Loan. In the event that the Seller elects to substitute
one or more Eligible Substitute Loans pursuant to Section 4 of the Loan Purchase
Agreement, the Seller shall deliver to the Issuer with respect to such Eligible
Substitute Loans, the original Mortgage Note, the Mortgage, and such other
documents and agreements as are required by the Loan Purchase Agreement.
Payments due with respect to Eligible Substitute Loans in the month of
substitution shall not be transferred to the Issuer and will be retained by the
Servicer and remitted by the Servicer to the Seller on the next succeeding
Payment Date provided a payment at least equal to the applicable Monthly Payment
has been received by the Issuer for such month in respect of the Loan to be
removed. The Servicer shall amend or cause to be amended the Loan Schedule to
reflect the removal of such Loan and the substitution of the Eligible Substitute
Loans and the Servicer shall promptly deliver the amended Loan Schedule to the
Owner Trustee and the Indenture Trustee.



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     It is understood and agreed that the obligation of the Seller to cure such
breach or purchase or substitute for such Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Issuer and the Indenture Trustee, as pledgee of the
Loans, against the Seller. In connection with the purchase of or substitution
for any such Loan by the Seller, the Issuer shall assign to the Seller all of
its right, title and interest in respect of the Loan Purchase Agreement
applicable to such Loan. Upon receipt of the Repurchase Price, or upon
completion of such substitution, the Servicer shall notify the Custodian and
then the Custodian shall deliver the Mortgage Files to the Servicer, together
with all relevant endorsements and assignments prepared by the Servicer which
the Indenture Trustee shall execute.

                                   ARTICLE III

                      Administration and Servicing of Loans

     Section 3.01 THE SERVICER. (a) The Servicer shall service and administer
the Loans in accordance with the terms of this Servicing Agreement, following
such procedures as it would employ in its good faith business judgment and which
are normal and usual in its general mortgage servicing activities, and shall
have full power and authority, acting alone or through a subservicer, to do any
and all things in connection with such servicing and administration which it may
deem necessary or desirable, it being understood, however, that the Servicer
shall at all times remain responsible to the Issuer and the Indenture Trustee
for the performance of its duties and obligations hereunder in accordance with
the terms hereof. Without limiting the generality of the foregoing, the Servicer
shall continue, and is hereby authorized and empowered by the Issuer and the
Indenture Trustee, as pledgee of the Loans, to execute and deliver, on behalf of
itself, the Issuer, the Indenture Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of consent to modification in connection with a proposed
conveyance, or of assignment of any Mortgage and Mortgage Note in connection
with the repurchase of a Loan and all other comparable instruments with respect
to the Loans and with respect to the Mortgaged Properties, or with respect to
the modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public
utility company or government agency or unit with powers of eminent domain, the
taking of a deed in lieu of foreclosure, the commencement, prosecution or
completion of judicial or non-judicial foreclosure, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure. The Issuer, the Indenture Trustee and the
Custodian, as applicable, shall furnish the Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties hereunder. On the Closing Date, the
Indenture Trustee shall deliver to the Servicer a limited power of attorney
substantially in the form of Exhibit B hereto.

     If the Mortgage relating to a Loan did not have a lien senior to the Loan
on the related Mortgaged Property as of the Cut-off Date, then 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. If the Mortgage relating to a Loan
had a lien senior to the Loan on the related Mortgaged Property as of the
Cut-off Date, then the Servicer, in such capacity, may consent to the
refinancing of the prior senior lien, provided that the following requirements
are met:


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          (i)  (A) the Mortgagor's debt-to-income ratio resulting from such
     refinancing is less than the original debt-to-income ratio as set forth on
     the Mortgage Loan Schedule; or

               (B) the resulting Combined Loan-to-Value Ratio of such Loan is no
     higher than the Combined Loan-to-Value Ratio prior to such refinancing;
     provided, however, if such refinanced mortgage loan is a "rate and term"
     mortgage loan (meaning, the Mortgagor does not receive any cash from the
     refinancing), the Combined Loan-to-Value Ratio may increase to the extent
     of the reasonable closing costs of such refinancing;

          (ii) the interest rate, or, in the case of an adjustable rate existing
     senior lien, the maximum interest rate, for the loan evidencing the
     refinanced senior lien is no more than 2.0% higher than the interest rate
     or the maximum interest rate, as the case may be, on the loan evidencing
     the existing senior lien immediately prior to the date of such refinancing;
     provided, however (a) if the loan evidencing the existing senior lien prior
     to the date of refinancing has an adjustable rate and the loan evidencing
     the refinanced senior lien has a fixed rate, then the current interest rate
     on the loan evidencing the refinanced senior lien may be up to 2.0% higher
     than the then-current loan rate of the loan evidencing the existing senior
     lien and (b) if the loan evidencing the existing senior lien prior to the
     date of refinancing has a fixed rate and the loan evidencing the refinanced
     senior lien has an adjustable rate, then the maximum interest rate on the
     loan evidencing the refinanced senior lien shall be less than or equal to
     (x) the interest rate on the loan evidencing the existing senior lien prior
     to the date of refinancing plus (y) 2.0%; and

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

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

     (b) The Servicer may continue in effect Subservicing Agreements entered
into by the Seller and Subservicers prior to the execution and delivery of this
Agreement, and may enter into Subservicing Agreements with Subservicers for the
servicing and administration of certain of the Loans. Each Subservicer of a Loan
shall be entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.02, the related Subservicing Fee from payments of
interest received on such Loan after payment of all amounts required to be
remitted to the Servicer in respect of such Loan. For any Loan not subject to a
Subservicing Agreement, the Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of interest. References in
this Servicing Agreement to actions taken or to be taken by the Servicer in
servicing the Loans include actions taken or to be taken by a Subservicer on
behalf of the Servicer. Each Subservicing Agreement will be upon such terms and
conditions as are not inconsistent with this Servicing Agreement and as the
Servicer and the Subservicer have agreed. With the approval of the Servicer, a
Subservicer may delegate its servicing obligations to third-party servicers, but
such Subservicers will remain obligated under the related Subservicing
Agreements. The Servicer and the Subservicer may enter into amendments to the
related Subservicing Agreements; provided, however, that any


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such amendments shall not cause the Loans to be serviced in a manner that would
be materially inconsistent with the standards set forth in this Servicing
Agreement. The Servicer shall be entitled to terminate any Subservicing
Agreement in accordance with the terms and conditions thereof and without any
limitation by virtue of this Servicing Agreement; provided, however, that in the
event of termination of any Subservicing Agreement by the Servicer or the
Subservicer, the Servicer shall either act as servicer of the related Loan or
enter into a Subservicing Agreement with a successor Subservicer which will be
bound by the terms of the related Subservicing Agreement. The Servicer shall be
entitled to enter into any agreement with a Subservicer for indemnification of
the Servicer and nothing contained in this Servicing Agreement shall be deemed
to limit or modify such indemnification.

     In the event that the rights, duties and obligations of the Servicer are
terminated hereunder, any successor to the Servicer in its sole discretion may,
to the extent permitted by applicable law, terminate the existing Subservicing
Agreement with any Subservicer in accordance with the terms of the applicable
Subservicing Agreement or assume the terminated Servicer's rights and
obligations under such subservicing arrangements which termination or assumption
will not violate the terms of such arrangements.

     As part of its servicing activities hereunder, the Servicer, for the
benefit of the Securityholders, shall use reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement, to the
extent that the non-performance of any such obligation would have a material
adverse effect on a Loan. 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 would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Servicer shall pay the costs of such enforcement at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.

     Section 3.02 COLLECTION OF CERTAIN LOAN PAYMENTS. (a) The Servicer shall
make reasonable efforts to collect all payments called for under the terms and
provisions of the Loans, and shall, to the extent such procedures shall be
consistent with this Servicing Agreement and generally consistent with any
related insurance policy, follow such collection procedures as it would employ
in its good faith business judgment and which are normal and usual in its
general mortgage servicing activities. Consistent with the foregoing, and
without limiting the generality of the foregoing, the Servicer may in its
discretion waive any late payment charge, prepayment charge or penalty interest
or other fees which may be collected in the ordinary course of servicing such
Loan. The Servicer may also extend the Due Date for payment due on a Loan,
provided, however, that the Servicer shall first determine that any such waiver
or extension will not impair the coverage of any related insurance policy or
materially adversely affect the lien of the related Mortgage (except as
described below) or the interests of the Securityholders. Consistent with the
terms of this Servicing Agreement, the Servicer may also:

          (i) waive, modify or vary any term of any Loan;


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          (ii) consent to the postponement of strict compliance with any such
     term or in any manner grant indulgence to any Mortgagor;

          (iii) arrange with a Mortgagor a schedule for the payment of principal
     and interest due and unpaid;

          (iv) forgive any portion of the amounts contractually owed under the
     Loan;

          (v) capitalize past due amounts owed under the Loan by adding any
     amounts in arrearage to the existing principal balance of the Loan (a
     "Capitalization Workout") of which will result in an increased Monthly
     Payment amount, provided that: (A) the amount added to the existing
     principal balance of the Loan (the "Capitalized Amount") shall be no
     greater than five times the Mortgagor's current Monthly Payment amount; and
     (B) the Servicer shall not enter into a Capitalization Workout unless the
     Combined Loan-to-Value Ratio of the Loan prior to the Capitalization
     Workout equals or exceeds 80% and the Mortgagor has qualified for the
     Capitalization Workout under the Servicer's servicing guidelines;

          (vi) reset the Due Date for the Loan, or any combination of the
     foregoing;

if in the Servicer's determination such waiver, modification, postponement or
indulgence, arrangement or other action referred to above is not materially
adverse to the interests of the Securityholders and is generally consistent with
the Servicer's policies with respect to mortgage loans similar to the Loans;
provided, however, that the Servicer may not modify or permit any Subservicer to
modify any Loan (including without limitation any modification that would change
the Loan Rate, forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Loan) or extend the final
maturity date of such Loan) unless such Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable. The general terms of
any waiver, modification, postponement or indulgence with respect to any of the
Loans will be included in the Servicing Certificate, and such Loans will not be
considered "delinquent" for the purposes of the Basic Documents so long as the
Mortgagor complies with the terms of such waiver, modification, postponement or
indulgence.

     (c) The Servicer shall establish a Custodial Account, which shall be an
Eligible Account in which the Servicer shall deposit or cause to be deposited
any amounts representing payments and collections in respect of the Loans
received by it subsequent to the Cut-off Date (other than in respect of the
payments referred to in the following paragraph) within one Business Day
following receipt thereof (or otherwise on or prior to the Closing Date),
including the following payments and collections received or made by it (without
duplication):

          (i) all payments of principal or interest on the Loans received by the
     Servicer from the respective Subservicer, net of any portion of the
     interest thereof retained by the Subservicer as Subservicing Fees;

          (ii) the aggregate Repurchase Price of the Loans purchased by the
     Servicer pursuant to Section 3.15;


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          (iii) Net Liquidation Proceeds net of any related Foreclosure Profit;

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

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

          (vi) amounts required to be paid by the Servicer pursuant to Sections
     3.04 and 8.08.

provided, however, that with respect to each Collection Period, the Servicer
shall be permitted to retain from payments in respect of interest on the Loans,
the Servicing Fee for such Collection Period. The foregoing requirements
respecting deposits to the Custodial Account are exclusive, it being understood
that, without limiting the generality of the foregoing, the Servicer need not
deposit in the Custodial Account amounts representing Foreclosure Profits,
prepayment penalties, fees (including annual fees) or late charge penalties
payable by Mortgagors (such amounts to be retained as additional servicing
compensation in accordance with Section 3.09 hereof), or amounts received by the
Servicer for the accounts of Mortgagors for application towards the payment of
taxes, insurance premiums, assessments and similar items. In the event any
amount not required to be deposited in the Custodial Account is so deposited,
the Servicer may at any time withdraw such amount from the Custodial Account,
any provision herein to the contrary notwithstanding.

     The Servicer may cause the institution maintaining the Custodial Account to
invest any funds in the Custodial Account in Permitted Investments, which shall
mature not later than the Business Day preceding the next Payment Date and which
shall not be sold or disposed of prior to its maturity. Except as provided
above, all income and gain realized from any such investment shall inure to the
benefit of the Servicer and shall be subject to its withdrawal or order from
time to time. The amount of any losses incurred in respect of the principal
amount of any such investments shall be deposited in the Custodial Account by
the Servicer out of its own funds immediately as realized.

     (d) The Servicer will require each Subservicer to hold all funds
constituting collections on the Loans, pending remittance thereof to the
Servicer, in one or more accounts meeting the requirements of an Eligible
Account, and invested in Permitted Investments.

     Section 3.03 WITHDRAWALS FROM THE CUSTODIAL ACCOUNT. The Servicer shall,
from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.02 that are
attributable to the Loans for the following purposes:

          (i) to deposit in the Payment Account, seven days prior to each
     Payment Date (or if such day is not a Business Day, the immediately
     preceding Business Day), an amount equal to the Interest Remittance Amount
     (excluding any payments under the Yield


                                        9

<PAGE>



     Maintenance Agreement that were received by the Indenture Trustee) and
     Principal Remittance Amount required to be distributed on such Payment
     Date;

          (ii) to the extent deposited to the Custodial Account, to reimburse
     itself or the related Subservicer for previously unreimbursed expenses
     incurred in maintaining individual insurance policies pursuant to Section
     3.04, or Liquidation Expenses, paid pursuant to Section 3.07 or otherwise
     reimbursable pursuant to the terms of this Servicing Agreement (to the
     extent not payable pursuant to Section 3.09), such withdrawal right being
     limited to amounts received on particular 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 or
     the proceeds of the purchase of such Loan;

          (iii) to pay to itself out of each payment received on account of
     interest on a Loan as contemplated by Section 3.09, an amount equal to the
     related Servicing Fee (to the extent not retained pursuant to Section
     3.02), and to pay to any Subservicer any Subservicing Fees not previously
     withheld by the Subservicer;

          (iv) to the extent deposited in the Custodial Account to pay to itself
     as additional servicing compensation any interest or investment income
     earned on funds deposited in the Custodial Account and Payment Account that
     it is entitled to withdraw pursuant to Sections 3.02(b) and 5.01;

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

          (vi) to withdraw any other amount deposited in the Custodial Account
     that was not required to be deposited therein pursuant to Section 3.02.

Since, in connection with withdrawals pursuant to clauses (ii), (iii), (iv) and
(v), the Servicer's entitlement thereto is limited to collections or other
recoveries on the related Loan, the Servicer shall keep and maintain separate
accounting, on a Loan by Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such clauses. Notwithstanding
any other provision of this Servicing Agreement, the Servicer shall be entitled
to reimburse itself for any previously unreimbursed expenses incurred pursuant
to Section 3.07 or otherwise reimbursable pursuant to the terms of this
Servicing Agreement that the Servicer determines to be otherwise nonrecoverable
(except with respect to any Loan as to which the Repurchase Price has been
paid), by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Loans on any Business Day prior to the Payment Date
succeeding the date of such determination.

     Section 3.04 MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION EXPENSES.
The Servicershall cause to be maintained for each Loan hazard insurance naming
the Servicer or related Subservicer as loss payee thereunder providing extended
coverage in an amount which is equal to at least 100% of the insurable value of
the improvements (guaranteed replacement) or the sum of the


                                       10

<PAGE>



unpaid principal balance of the first mortgage loan and the Loan amount. The
Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Loan, fire insurance with
extended coverage in an amount which is at least equal to the amount necessary
to avoid the application of any coinsurance clause contained in the related
hazard insurance policy. Amounts collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Servicer's normal servicing procedures) shall
be deposited in the Custodial Account to the extent called for by Section 3.02.
In cases in which any Mortgaged Property is located at any time during the life
of a Loan in a federally designated flood area, the hazard insurance to be
maintained for the related Loan shall include flood insurance (to the extent
available). All such flood insurance shall be in amounts equal to the lesser of
(i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program). The Servicer shall be under no
obligation to require that any Mortgagor maintain earthquake or other additional
insurance and shall be under no obligation itself to maintain any such
additional insurance on property acquired in respect of a Loan, other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. 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 Loans, it
shall conclusively be deemed to have satisfied its obligations as set forth in
the first sentence of this Section 3.04, it being understood and agreed that
such blanket 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 the first sentence of this Section
3.04 and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under
the blanket policy because of such deductible clause. Any such deposit by the
Servicer shall be made on the last Business Day of the Collection Period in the
month in which payments under any such policy would have been deposited in the
Custodial Account. In connection with its activities as servicer of the Loans,
the Servicer agrees to present, on behalf of itself, the Issuer and the
Indenture Trustee, claims under any such blanket policy.

     Section 3.05 MODIFICATION AGREEMENTS. The Servicer or the related
Subservicer, as the case may be, shall be entitled to (A) execute assumption
agreements, modification agreements, substitution agreements, and instruments of
satisfaction or cancellation or of partial or full release or discharge, or any
other document contemplated by this Servicing Agreement and other comparable
instruments with respect to the Loans and with respect to the Mortgaged
Properties subject to the Mortgages (and the Issuer and the Indenture Trustee
each shall promptly execute any such documents on request of the Servicer) and
(B) approve the granting of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged Property or other similar
matters, in each case if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related
Loan, that the security for, and the timely and full collectability of, such
Loan would not be adversely affected thereby. A partial release pursuant to this
Section 3.05 shall be permitted only if the Combined Loan-to-Value Ratio for
such Loan after such partial release does not exceed the Combined Loan-to-Value
Ratio for such Loan as of the Cut-off Date. Any fee collected by the Servicer or
the related Subservicer for processing


                                       11

<PAGE>



such request will be retained by the Servicer or such Subservicer as additional
servicing compensation.

     Section 3.06 TRUST ESTATE; RELATED DOCUMENTS. (a) When required by the
provisions of this Servicing Agreement, the Issuer or the Indenture Trustee
shall execute instruments to release property from the terms of the Trust
Agreement, Indenture or Custodial Agreement, as applicable, or convey the
Issuer's or the Indenture Trustee's interest in the same, in a manner and under
circumstances which are not inconsistent with the provisions of this Servicing
Agreement. No party relying upon an instrument executed by the Issuer or the
Indenture Trustee as provided in this Section 3.06 shall be bound to ascertain
the Issuer's or the Indenture Trustee's authority, inquire into the satisfaction
of any conditions precedent or see to the application of any monies.

     (b) If from time to time the Servicer shall deliver to the Custodian copies
of any written assurance, assumption agreement or substitution agreement or
other similar agreement pursuant to Section 3.05, the Custodian shall check that
each of such documents purports to be an original executed copy (or a copy of
the original executed document if the original executed copy has been submitted
for recording and has not yet been returned) and, if so, shall file such
documents, and upon receipt of the original executed copy from the applicable
recording office or receipt of a copy thereof certified by the applicable
recording office shall file such originals or certified copies with the Related
Documents. If any such documents submitted by the Servicer do not meet the above
qualifications, such documents shall promptly be returned by the Custodian to
the Servicer pursuant to the related Custodial Agreement, with a direction to
the Servicer to forward the correct documentation.

     (c) Upon receipt of a "Request for Release", in the form attached hereto as
Exhibit C, from the Servicer (a "Request for Release"), to the effect that a
Loan has been the subject of a final payment or a prepayment in full and the
related Loan has been terminated or that substantially all Liquidation Proceeds
which have been determined by the Servicer in its reasonable judgment to be
finally recoverable have been recovered, and upon deposit to the Custodial
Account of such final monthly payment, prepayment in full together with accrued
and unpaid interest to the date of such payment with respect to such Loan or, if
applicable, Liquidation Proceeds, the Custodian shall promptly release the
Related Documents to the Servicer pursuant to the related Custodial Agreement,
which the Indenture Trustee shall execute, along with such documents as the
Servicer or the Mortgagor may request to evidence satisfaction and discharge of
such Loan, upon request of the Servicer. If from time to time and as appropriate
for the servicing or foreclosure of any Loan, the Servicer requests the
Custodian to release the Related Documents and delivers to the Custodian a
Request for Release to the Custodian signed by a Responsible Officer of the
Servicer, the Custodian shall release the Related Documents to the Servicer
pursuant to the related Custodial Agreement. The Servicer shall return promptly
to the Custodian the Related Documents when the Servicer's need therefor no
longer exists, unless the related Loan has been liquidated. If such Loans shall
be liquidated and the Custodian receives a Request for Release from the Servicer
as provided above, then, upon request of the Servicer, the Custodian shall
release the Request for Release to the Servicer pursuant to the related
Custodial Agreement.

     Section 3.07 REALIZATION UPON DEFAULTED LOANS; LOSS MITIGATION. With
respect to such of the Loans as come into and continue in default, the Servicer
will decide whether to (i) foreclose upon


                                       12

<PAGE>



the Mortgaged Properties securing such Loans, (ii) write off the unpaid
principal balance of the Loans as bad debt, (iii) take a deed in lieu of
foreclosure, (iv) accept a short sale (a payoff of the Loan for an amount less
than the total amount contractually owed in order to facilitate a sale of the
Mortgaged Property by the Mortgagor) or permit a short refinancing (a payoff of
the Loan for an amount less than the total amount contractually owed in order to
facilitate refinancing transactions by the Mortgagor not involving a sale of the
Mortgaged Property), (v) arrange for a repayment plan, (vi) agree to a
modification in accordance with this Servicing Agreement, or (vii) take an
unsecured note, in connection with a negotiated release of the lien of the
Mortgage in order to facilitate a settlement with the Mortgagor; in each case
subject to the rights of any related first lien holder; provided that in
connection with the foregoing if the Servicer has actual knowledge that any
Mortgaged Property is affected by hazardous or toxic wastes or substances and
that the acquisition of such Mortgaged Property would not be commercially
reasonable, then the Servicer will not cause the Issuer or the Indenture Trustee
to acquire title to such Mortgaged Property in a foreclosure or similar
proceeding. In connection with such decision, the Servicer shall follow such
practices (including, in the case of any default on a related senior mortgage
loan, the advancing of funds to correct such default if deemed to be appropriate
by the Servicer) and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities; provided
that the Servicer shall not be liable in any respect hereunder if the Servicer
is acting in connection with any such foreclosure or attempted foreclosure which
is not completed or other conversion in a manner that is consistent with the
provisions of this Servicing Agreement. The foregoing is subject to the proviso
that the Servicer shall not be required to expend its own funds in connection
with any foreclosure or attempted foreclosure which is not completed or towards
the correction of any default on a related senior mortgage loan or restoration
of any property unless it shall determine that such expenditure will increase
Net Liquidation Proceeds. In the event of a determination by the Servicer that
any such expenditure previously made pursuant to this Section 3.07 will not be
reimbursable from Net Liquidation Proceeds, the Servicer shall be entitled to
reimbursement of its funds so expended pursuant to Section 3.03.

     Notwithstanding any provision of this Servicing Agreement, a Loan may be
deemed to be finally liquidated if substantially all amounts expected by the
Servicer to be received in connection with the related defaulted Loan have been
received; provided, however, the Servicer shall treat any Loan that is 180 days
or more delinquent as having been finally liquidated. The Servicer may retain a
Subservicer to sell or perform collection activities with respect to a Loan that
is 180 days or more delinquent, and any subsequent collections (less the
applicable subservicing fee) with respect to any such Loan shall be deposited to
the Custodial Account. For purposes of determining the amount of any Liquidation
Proceeds or Insurance Proceeds, or other unscheduled collections, the Servicer
may take into account minimal amounts of additional receipts expected to be
received or any estimated additional Liquidation Expenses expected to be
incurred in connection with the related defaulted 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 Indenture Trustee, who shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such acquisition of title and cancellation of the related Loan, such Mortgaged
Property shall (except as otherwise expressly provided herein) be considered to
be an outstanding Loan held as an asset of the Issuer until such time as such
property shall be sold.


                                       13

<PAGE>



     Any proceeds from the purchase or repurchase of any Loan pursuant to the
terms of this Servicing Agreement (including without limitation Sections 2.03
and 3.15) will be applied in the following order of priority: first, to the
Servicer or the related Subservicer, all Servicing Fees payable therefrom to the
Payment Date on which such amounts are to be deposited in the Payment Account;
second, as part of the Interest Remittance Amount, accrued and unpaid interest
on the related Loan, at the Net Loan Rate to the Payment Date on which such
amounts are to be deposited in the Payment Account; and third, as part of the
Principal Remittance Amount, as a recovery of principal on the Loan.

     Liquidation Proceeds with respect to a Liquidated Loan will be applied in
the following order of priority: first, to reimburse the Servicer or the related
Subservicer in accordance with this Section 3.07 for any Liquidation Expenses;
second, to the Servicer or the related Subservicer, all unpaid Servicing Fees
through the date of receipt of the final Liquidation Proceeds; third as part of
the Interest Remittance Amount, accrued and unpaid interest on the related Loan
at the Net Loan Rate through the date of receipt of the final Liquidation
Proceeds; fourth as part of the Principal Remittance Amount, as a recovery of
principal on the Loan, up to an amount equal to the Loan Balance of the related
Loan immediately prior to the date it became a Liquidated Loan; and fifth, to
Foreclosure Profits.

     Proceeds and other recoveries from a Loan after it becomes a Liquidated
Loan will be applied in the following order of priority: first, to reimburse the
Servicer or the related Subservicer in accordance with this Section 3.07 for any
expenses previously unreimbursed from Liquidation Proceeds or otherwise; second,
to the Servicer or the related Subservicer, all unpaid Servicing Fees payable
thereto through the date of receipt of the proceeds previously unreimbursed from
Liquidation Proceeds or otherwise; third, as part of the Interest Remittance
Amount, up to an amount equal to the sum of (a) the Stated Principal Balance of
the related Loan immediately prior to the date it became a Liquidated Loan, less
any Net Liquidation Proceeds previously received with respect to such Loan and
applied as a recovery of principal, and (b) accrued and unpaid interest on the
related Loan at the Net Loan Rate through the date of receipt of the proceeds;
and fourth, to Foreclosure Profits.

     Section 3.08 ISSUER AND INDENTURE TRUSTEE TO COOPERATE. On or before each
Payment Date, the Servicer will notify the Indenture Trustee or the Custodian,
with a copy to the Issuer, of the termination of or the payment in full and the
termination of any Loan during the preceding Collection Period. Upon receipt of
payment in full, the Servicer is authorized to execute, pursuant to the
authorization contained in Section 3.01, if the assignments of Mortgage have
been recorded if required under the Loan Purchase Agreement, an instrument of
satisfaction regarding the related Mortgage, which instrument of satisfaction
shall be recorded by the Servicer if required by applicable law and be delivered
to the Person entitled thereto. It is understood and agreed that any expenses
incurred in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts deposited in the Custodial Account. From time to time
and as appropriate for the servicing or foreclosure of any Loan, the Indenture
Trustee or the Custodian shall, upon request of the Servicer and delivery to the
Indenture Trustee or Custodian, with a copy to the Issuer, of a Request for
Release, signed by a Servicing Officer, release or cause to be released the
related Mortgage File to the Servicer and the Issuer or Indenture Trustee shall
promptly execute such documents, in the forms provided by the Servicer, as shall
be necessary for the prosecution of any


                                       14

<PAGE>



such proceedings or the taking of other servicing actions. Such trust receipt
shall obligate the Servicer to return the Mortgage File to the Indenture Trustee
or the Custodian (as specified in such receipt) when the need therefor by the
Servicer no longer exists unless the Loan shall be liquidated, in which case,
upon receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the trust receipt shall be released to the Servicer.

     In order to facilitate the foreclosure of the Mortgage securing any Loan
that is in default following recordation of the assignments of Mortgage in
accordance with the provisions of the Loan Purchase Agreement, the Indenture
Trustee or the Issuer shall, if so requested in writing by the Servicer,
promptly execute an appropriate assignment in the form provided by the Servicer
to assign such Loan for the purpose of collection to the Servicer (any such
assignment shall unambiguously indicate that the assignment is for the purpose
of collection only), and, upon such assignment, such assignee for collection
will thereupon bring all required actions in its own name and otherwise enforce
the terms of the Loan and deposit or credit the Net Liquidation Proceeds,
exclusive of Foreclosure Profits, received with respect thereto in the Custodial
Account. In the event that all delinquent payments due under any such Loan are
paid by the Mortgagor and any other defaults are cured, then the assignee for
collection shall promptly reassign such Loan to the Indenture Trustee and return
all Related Documents to the place where the related Mortgage File was being
maintained.

     In connection with the Issuer's obligation to cooperate as provided in this
Section 3.08 and all other provisions of this Servicing Agreement requiring the
Issuer to authorize or permit any actions to be taken with respect to the Loans,
the Indenture Trustee, as pledgee of the Loans and as assignee of record of the
Loans on behalf of the Issuer pursuant to Section 3.13 of the Indenture,
expressly agrees, on behalf of the Issuer, to take all such actions on behalf of
the Issuer and to promptly execute and return all instruments reasonably
required by the Servicer in connection therewith; provided that if the Servicer
shall request a signature of the Indenture Trustee, on behalf of the Issuer, the
Servicer will deliver to the Indenture Trustee an Officer's Certificate stating
that such signature is necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties under this Servicing Agreement.

     Section 3.09 SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES BY
SERVICER. The Servicer shall be entitled to receive the Servicing Fee in
accordance with Sections 3.02 and 3.03 as compensation for its services in
connection with servicing the Loans. Moreover, additional servicing compensation
in the form of late payment charges, prepayment charges, investment income on
amounts in the Custodial Account or the Payment Account and other receipts not
required to be deposited in the Custodial Account as specified in Section 3.02
shall be retained by the Servicer. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor.

     Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE. (a) The Servicer will
deliver to the Issuer, the Underwriters and the Indenture Trustee on or before
March 15 of each year, beginning March 15, ____, an Officer's Certificate
stating that (i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under servicing agreements, including this
Servicing Agreement has been made under such officer's supervision and (ii) to
the best of such officer's knowledge, based on such review, the Servicer has
complied in all material respects with


                                       15

<PAGE>



the minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers and has fulfilled all of its material obligations
in all material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Servicing
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.

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

     Section 3.11 ANNUAL SERVICING REPORT. On or before March 15 of each year,
beginning March 15, ____, the Servicer at its expense shall cause a firm of
nationally recognized independent public accountants (who may also render other
services to the Servicer) to furnish a report to the Issuer, the Indenture
Trustee, the Depositor, the Underwriters and each Rating Agency stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.10
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of such Loans by
Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.

     Section 3.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
LOANS. Whenever required by statute or regulation, the Servicer shall provide to
any Securityholder upon reasonable request (or a regulator for a Securityholder)
or the Indenture Trustee, reasonable access to the documentation regarding the
Loans such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices of the Servicer. Nothing in this
Section 3.12 shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of the Servicer to provide access as provided in this Section
3.12 as a result of such obligation shall not constitute a breach of this
Section 3.12.

     Section 3.13 MAINTENANCE OF CERTAIN SERVICING INSURANCE POLICIES. The
Servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as Servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees or agents. Each such policy or policies and
bond shall be at least equal to the coverage that would be required by FNMA or
FHLMC, whichever is greater, for Persons performing servicing for loans similar
to the Loans purchased by such entity.

     Section 3.14 INFORMATION REQUIRED BY THE INTERNAL REVENUE SERVICE AND
REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED PROPERTY. The Servicer
shall prepare and deliver all


                                       16

<PAGE>



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 for each year beginning in ____, the Servicer or Subservicer shall file
reports relating to each instance occurring during the previous calendar year in
which the Servicer (i) on behalf of the Issuer, acquires an interest in any
Mortgaged Property through foreclosure or other comparable conversion in full or
partial satisfaction of a 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 and Section 6050H (reports relating to
mortgage interest received) of the Code.

     Section 3.15 OPTIONAL PURCHASE OF LOANS BY SERVICER. The Servicer may, at
its option, repurchase a Loan which becomes 60 or more days delinquent. The
Servicer shall not use any procedure in selecting Loans to be repurchased which
is materially adverse to the interests of the Securityholders. The Servicer
shall purchase such delinquent Loan at a price equal to the Repurchase Price.
Any such repurchase of a Loan pursuant to this Section 3.15 shall be
accomplished by delivery to the Indenture Trustee for deposit in the Payment
Account of the amount of the Repurchase Price. The Indenture Trustee shall
immediately effectuate the conveyance of such delinquent Loan to the Servicer to
the extent necessary, including the prompt delivery of all documentation to the
Servicer.




                                       17

<PAGE>



                                   ARTICLE IV

                              Servicing Certificate

     Section 4.01 Statements to Securityholders. (a) With respect to each
Payment Date, on the Business Day following the related Determination Date, the
Servicer shall forward to the Indenture Trustee the Loan information reasonably
available to the Servicer with respect to the Loans as the Indenture Trustee may
reasonably request in order for the Indenture Trustee to perform the
calculations necessary to prepare the statements contemplated by this Section
4.01 (the "Servicing Certificate"). The Indenture Trustee pursuant to Section
3.23 of the Indenture shall forward or cause to be forwarded by mail to each
Certificateholder, Noteholder, the Depositor, the Owner Trustee, the Certificate
Paying Agent and each Rating Agency, a statement setting forth the following
information as to the Notes and Certificates, to the extent applicable:

          (i) the aggregate amount of (a) Interest Remittance Amount, (b)
     Principal Remittance Amount and (c) Substitution Amounts;

          (ii) the amount of such distribution as principal to the Noteholders;

          (iii) the amount of such distribution as interest to the Noteholders,
     separately stating the portion thereof in respect of overdue accrued
     interest;

          (iv) the number and Aggregate Loan Balance of the Loans as of the end
     of the related Collection Period;

          (v) the number and aggregate Principal Balances of Loans (a) as to
     which the Monthly Payment is Delinquent for 30-59 days, 60-89 days and 90
     or more days, respectively, (b) that are foreclosed, (c) that have become
     REO, and (d) that have been finally liquidated due to being 180 days or
     more delinquent, in each case as of the end of the related Collection
     Period; provided, however, that such information will not be provided on
     the statements relating to the first Payment Date;

          (vi) the weighted average Loan Rate for the related Collection Period;

          (vii) the Class Principal Balance after giving effect to the
     distribution of principal on such Payment Date;

          (viii) the Certificate Distribution Amount immediately following such
     Payment Date;

          (ix) the aggregate Servicing Fees for the related Collection Period;

          (x) the Overcollateralization Amount and the Targeted
     Overcollateralization Amount immediately following such Payment Date;



                                       18

<PAGE>



          (xi) the number and principal amount of Capitalization Workouts
     pursuant to Section 3.02(a)(v) entered into since the Closing Date;

          (xii) the aggregate amount recovered during the related Collection
     Period consisting of all subsequent recoveries on any Loan that was 180
     days or more delinquent; and

          (xiii) the related Basis Risk Shortfall for the Class A, Class M-1 and
     Class B-1 Notes and the Available Funds Shortfall for the Class B-2 Notes
     on each Payment Date.

     In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Note or
Certificate, as applicable, with a $1,000 denomination.

     (b) In addition, with respect to each Payment Date, on the Business Day
following the related Determination Date, the Servicer shall forward to the
Rating Agencies the following information for each Capitalization Workout
entered into during the related Collection Period:

          (i) the original Loan amount;

          (ii) the Loan amount after the Capitalization Workout;

          (iii) the original Monthly Payment amount;

          (iv) the Monthly Payment amount after the Capitalization Workout;

          (v) the Capitalized Amount as defined in Section 3.02(a)(v) herein;

          (vi) the Combined Loan-to-Value Ratio prior to the Capitalization
     Workout;

          (vii) the Combined Loan-to-Value Ratio after the Capitalization
     Workout; and

          (viii) if an appraisal was used in determining the Combined
     Loan-to-Value Ratio referred to in (vii) above, the type and date of
     appraisal.

     The Servicer shall also forward to the Indenture Trustee any other
information reasonably requested by the Indenture Trustee necessary to make
distributions pursuant to Section 3.05 of the Indenture. Prior to the close of
business on the Business Day next succeeding each Determination Date, the
Servicer shall furnish a written statement to the Certificate Paying Agent and
the Indenture Trustee setting forth the aggregate amounts required to be
withdrawn from the Custodial Account and deposited into the Payment Account on
the Business Day preceding the related Payment Date pursuant to Section 3.03.
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 Owner Trustee and Indenture Trustee shall be protected in relying upon
the same without any independent check or verification. In addition, upon the
Issuer's written request, the Servicer shall promptly


                                       19

<PAGE>



furnish information reasonably requested by the Issuer that is reasonably
available to the Servicer to enable the Issuer to perform its federal and state
income tax reporting obligations.

     Section 4.02 TAX REPORTING. So long as 100% of the Certificates are owned
by the same person, then no separate federal and state income tax returns and
information returns or reports will be filed with respect to the Issuer, and the
Issuer will be treated as an entity disregarded from the 100% Certificateholder.

                                    ARTICLE V

                                 Payment Account

     Section 5.01 PAYMENT ACCOUNT. The Indenture Trustee shall establish and
maintain a Payment Account titled "[Name of Indenture Trustee], as Indenture
Trustee, for the benefit of the Securityholders and the Certificate Paying Agent
pursuant to the Indenture, dated as of __________________, between _____ Trust
Series ____-__ and [Name of Indenture Trustee]". The Payment Account shall be an
Eligible Account. On each Payment Date, amounts on deposit in the Payment
Account will be distributed by the Indenture Trustee in accordance with Section
3.05 of the Indenture. The Indenture Trustee may invest or cause the institution
maintaining the Payment Account to invest the funds in the Payment Account in
Permitted Investments designated in the name of the Indenture Trustee, which
shall mature not later than the Business Day next preceding the Payment Date
next following the date of such investment. All income and gain realized from
any such investment shall be for the benefit of the Indenture Trustee and shall
be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments shall be deposited in the
Payment Account by the Indenture Trustee out of its own funds immediately as
realized.




                                       20

<PAGE>



                                   ARTICLE VI

                                  The Servicer

     Section 6.01 LIABILITY OF THE SERVICER. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Servicer herein.

     Section 6.02 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
OF, THE SERVICER. Any corporation into which the Servicer may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Servicer shall be a
party, or any corporation succeeding to the business of the Servicer, shall be
the successor of the Servicer, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

     The Servicer may assign its rights and delegate its duties and obligations
under this Servicing Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans similar to those in the Trust Estate, is reasonably satisfactory
to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to
service the Loans and executes and delivers to the Indenture Trustee and the
Issuer an agreement, in form and substance reasonably satisfactory to the
Indenture Trustee and the Issuer, which contains an assumption by such Person of
the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Servicer under this Servicing Agreement;
provided further that each Rating Agency's rating of the Securities in effect
immediately prior to such assignment and delegation will not be qualified,
reduced, or withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency); and provided
further that the Owner Trustee receives an Opinion of Counsel to the effect that
such assignment or delegation shall not cause the Owner Trust to be treated as a
corporation for federal or state income tax purposes.

     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 Issuer, the Owner Trustee, the
Indenture Trustee or the Securityholders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Servicing
Agreement, 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 gross negligence in the
performance of its duties hereunder or by reason of its reckless disregard of
its obligations and duties 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 Issuer and held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Servicing Agreement or the Securities, other than
any loss, liability or expense incurred by reason of its willful misfeasance,
bad faith or gross 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


                                       21

<PAGE>



its duties to service the Loans in accordance with this Servicing 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 Servicing Agreement,
and the rights and duties of the parties hereto and the interests of the
Securityholders. 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 Issuer, 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).

     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 are in material conflict by reason of applicable law with any other
activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and nature
carried on by the Servicer or its subsidiaries or Affiliates at the date of this
Servicing Agreement or (ii) upon satisfaction of the following conditions: (a)
the Servicer has proposed a successor servicer to the Issuer and the Indenture
Trustee in writing and such proposed successor servicer is reasonably acceptable
to the Issuer and the Indenture Trustee; and (b) each Rating Agency shall have
delivered a letter to the Issuer and the Indenture 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 the then current rating of the Securities; provided, however,
that no such resignation by the Servicer shall become effective until such
successor servicer or, in the case of (i) above, the Indenture Trustee, as
pledgee of the Loans, shall have assumed the Servicer's responsibilities and
obligations hereunder or the Indenture Trustee, as pledgee of the Loans, 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. Any such determination permitting
the resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Indenture 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 standards comparable to those 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.




                                       22

<PAGE>



                                   ARTICLE VII

                                     Default

     Section 7.01 SERVICING DEFAULT. If any one of the following events
("Servicing Default") shall occur and be continuing:

          (i) Any failure by the Servicer to deposit in the Custodial Account or
     Payment Account any deposit required to be made under the terms of this
     Servicing Agreement which 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 Issuer or the Indenture
     Trustee; 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 the Securities or in this Servicing Agreement, which failure, in
     each case, materially and adversely affects the interests of
     Securityholders and which continues unremedied for a period of 45 days
     after the date on which written notice of such failure, 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 Issuer or the
     Indenture Trustee; or

          (iii) The entry against the Servicer of a decree or order by a court
     or agency or supervisory authority having jurisdiction in the premises for
     the appointment of a trustee, conservator, receiver or liquidator in any
     insolvency, conservatorship, receivership, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding up or liquidation of its affairs, and the continuance of any such
     decree or order undischarged or 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, marshalling of assets and liabilities
     or similar proceedings of or relating to the Servicer or of or relating to
     all or substantially all of its property, or a decree or order of a court,
     agency or supervisory authority having jurisdiction in the premises for the
     appointment of a conservator, receiver, liquidator or similar person in any
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings, or for the winding-up or liquidation of its affairs,
     shall have been entered against the Servicer and such decree or order shall
     have remained in 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.

Then, and in every such case, so long as a Servicing Default shall not have been
remedied by the Servicer, either the Issuer or the Indenture Trustee, by notice
then given in writing to the Servicer shall terminate all of the rights and
obligations of the Servicer as servicer under this Servicing Agreement other
than its right to receive servicing compensation and expenses for servicing the


                                       23

<PAGE>



Loans hereunder during any period prior to the date of such termination and the
Issuer or the Indenture Trustee, may exercise any and all other remedies
available at law or equity. Any such notice to the Servicer shall also be given
to each Rating Agency and the Issuer. On or after the receipt by the Servicer of
such written notice, all authority and power of the Servicer under this
Servicing Agreement, whether with respect to the Securities or the Loans or
otherwise, shall, subject to Section 7.02 of this Agreement, pass to and be
vested in the Indenture Trustee, pursuant to and under this Section 7.01; and,
without limitation, the Indenture Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Loan and related documents, or otherwise. The Servicer agrees to cooperate with
the Indenture Trustee in effecting the termination of the responsibilities and
rights of the Servicer hereunder, including, without limitation, the transfer to
the Indenture Trustee for the administration by it of all cash amounts relating
to the Loans that shall at the time be held by the Servicer and to be deposited
by it in the Custodial Account, or that have been deposited by the Servicer in
the Custodial Account or thereafter received by the Servicer with respect to the
Loans. All reasonable costs and expenses (including, but not limited to,
attorneys' fees) incurred in connection with amending this Servicing Agreement
to reflect such succession as Servicer pursuant to this Section 7.01 shall be
paid by the predecessor Servicer (or if the predecessor Servicer is the
Indenture Trustee, the initial Servicer) upon presentation of reasonable
documentation of such costs and expenses.

     Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a payment on a Loan which was due prior to the notice terminating the
Servicer's rights and obligations hereunder and received after such notice, that
portion to which the Servicer would have been entitled pursuant to Sections 3.03
and 3.09 as well as its Servicing Fee in respect thereof, and any other amounts
payable to the Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.

     Notwithstanding the foregoing, a delay in or failure of performance under
Section 7.01(i) or under Section 7.01(ii) after the applicable grace periods
specified in such Sections, shall not constitute a Servicing Default if such
delay or failure could not be prevented by the exercise of reasonable diligence
by the Servicer and such delay or failure was caused by an act of God or the
public enemy, acts of declared or undeclared war, public disorder, rebellion or
sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
floods or similar causes. The preceding sentence shall not relieve the Servicer
from using reasonable efforts to perform its respective obligations in a timely
manner in accordance with the terms of this Servicing Agreement and the Servicer
shall provide the Indenture Trustee and the Securityholders with notice of such
failure or delay by it, together with a description of its efforts to so perform
its obligations. The Servicer shall immediately notify the Indenture Trustee and
the Owner Trustee in writing of any Servicing Default.

     Section 7.02 INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and
after the time the Servicer receives a notice of termination pursuant to Section
7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee shall be
the successor in all respects to the Servicer in its capacity as servicer under
this Servicing 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


                                       24

<PAGE>



by the terms and provisions hereof. Nothing in this Servicing Agreement or in
the Trust Agreement shall be construed to permit or require the Indenture
Trustee to (i) succeed to the responsibilities, duties and liabilities of the
initial Servicer in its capacity as Seller under the Loan Purchase Agreement,
(ii) be responsible or accountable for any act or omission of the Servicer prior
to the issuance of a notice of termination hereunder, (iii) require or obligate
the Indenture Trustee, in its capacity as successor Servicer, to purchase,
repurchase or substitute any Loan, (iv) fund any losses on any Permitted
Investment directed by any other Servicer or (v) be responsible for the
representations and warranties of the Servicer. As compensation therefor, the
Indenture Trustee shall be entitled to such compensation as the Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Indenture Trustee is unwilling to act as
successor Servicer, or (ii) if the Indenture Trustee is legally unable so to
act, the Indenture Trustee may (in the situation described in clause (i)) or
shall (in the situation described in clause (ii)) 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
withdrawal of the ratings assigned to the Securities by the Rating Agencies.
Pending appointment of a successor to the Servicer hereunder, unless the
Indenture Trustee is prohibited by law from so acting, the Indenture 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 Loans in an amount equal to the compensation
which the Servicer would otherwise have received pursuant to Section 3.09 (or
such lesser compensation as the Indenture Trustee and such successor shall
agree). The appointment of a successor Servicer shall not affect any liability
of the predecessor Servicer which may have arisen under this Servicing Agreement
prior to its termination as Servicer (including, without limitation, the
obligation to purchase Loans pursuant to Section 3.01 or to pay any deductible
under an insurance policy pursuant to Section 3.04), nor shall any successor
Servicer be liable for any acts or omissions of the predecessor Servicer or for
any breach by such Servicer of any of its representations or warranties
contained herein or in any related document or agreement. The Indenture Trustee
and such successor shall take such action, consistent with this Servicing
Agreement, as shall be necessary to effectuate any such succession.

     (b) Any successor, including the Indenture Trustee, to the Servicer as
servicer shall during the term of its service as servicer (i) continue to
service and administer the Loans for the benefit of the Securityholders and (ii)
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 3.13.

     (c) Any successor Servicer, including the Indenture Trustee, shall not be
deemed in default or to have breached its duties hereunder if the predecessor
Servicer shall fail to deliver any required deposit to the Custodial Account or
otherwise cooperate with any required servicing transfer or succession
hereunder.



                                       25

<PAGE>



     Section 7.03 NOTIFICATION TO SECURITYHOLDERS. Upon any termination of or
appointment of a successor to the Servicer pursuant to this Article VII or
Section 6.04, the Indenture Trustee shall give prompt written notice thereof to
the Securityholders, the Issuer and each Rating Agency.


                                  ARTICLE VIII

                            Miscellaneous Provisions

     Section 8.01 AMENDMENT. This Servicing Agreement may be amended from time
to time by the parties hereto, provided that any amendment be accompanied by a
letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to the Securities, and the
consent of the Indenture Trustee. Promptly after the execution by the Servicer,
the Issuer and the Indenture Trustee of any amendment of this Servicing
Agreement pursuant to this Section 8.01, the Indenture Trustee shall provide the
Custodian with written copies thereof. Any failure of the Indenture Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment.

     Section 8.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

     Section 8.03 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, to (a) in
the case of the Servicer, [Name of Servicer], _________________________________,
Attention: ___________, (b) in the case of Moody's, Home Mortgage Loan
Monitoring Group, 99 Church Street, 4th Floor, New York, New York 10007, (c) in
the case of Standard & Poor's, 55 Water Street - 41 Floor, New York, New York
10041, Attention: Residential Mortgage Surveillance Group, (d) in the case of
the Owner Trustee, [Name of Owner Trustee], ___________________________________,
Attention: ____________ Trust Series ____-__, (e) in the case of the Issuer, to
__________ Trust Series ____-__, c/o Owner Trustee, [Name of Owner Trustee],
______________________________________, Attention: ______ Trust Series ____- __,
(f) in the case of the Indenture Trustee, [Name of Indenture Trustee],
___________________________, Attention: _______________ and (g) in the case of
the Underwriter, at [Name of Underwriter], ____________________________________,
Attention: ________________; 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 Securityholder shall be given by
first class mail, postage prepaid, at the address of such Securityholder as
shown in the Register. Any notice so mailed within the time prescribed in this
Servicing Agreement shall be conclusively presumed to have been duly given,
whether or not the Securityholder receives such notice. Any notice or other
document required to be delivered or mailed by the Indenture Trustee to any
Rating Agency shall be given on a reasonable efforts basis and only as a matter
of courtesy and accommodation and the Indenture Trustee shall have no liability
for failure to delivery such notice or document to any Rating Agency.



                                       26

<PAGE>



     Section 8.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Servicing Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Servicing Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Servicing
Agreement or of the Securities or the rights of the Securityholders thereof.

     Section 8.05 THIRD-PARTY BENEFICIARIES. This Servicing Agreement will inure
to the benefit of and be binding upon the parties hereto, the Securityholders,
the Owner Trustee and their respective successors and permitted assigns. Except
as otherwise provided in this Servicing Agreement, no other Person will have any
right or obligation hereunder.

     Section 8.06 COUNTERPARTS. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

     Section 8.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 8.08 TERMINATION UPON PURCHASE BY THE SERVICER OR LIQUIDATION OF
ALL LOANS; PARTIAL REDEMPTION. (a) The respective obligations and
responsibilities of the Servicer, the Issuer and the Indenture Trustee created
hereby shall terminate upon the last action required to be taken by the Issuer
pursuant to the Trust Agreement and by the Indenture Trustee pursuant to the
Indenture following the earlier of:

          (i) the date on or before which the Indenture or Trust Agreement is
     terminated, or

          (ii) the purchase by the Servicer from the Issuer of all Loans and all
     property acquired in respect of any Loan at a price equal to the
     Termination Price.

The right of the Servicer to purchase the assets of the Issuer pursuant to
clause (ii) above on any Payment Date is conditioned upon the Aggregate Loan
Balance (after applying payments received in the related Collection Period) as
of such Payment Date being less than ten percent of the Aggregate Loan Balance
as of the Cut-off Date. If such right is exercised by the Servicer, the Servicer
shall deposit the Termination Price calculated pursuant to clause (ii) above
with the Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon
the receipt of such deposit, the Indenture Trustee or Custodian shall release to
the Servicer, the files pertaining to the Loans being purchased.

     (b) The Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the Loans are to be released to the
Servicer, appropriate documents assigning each such Loan from the Indenture
Trustee or the Issuer to the Servicer or the appropriate party.



                                       27

<PAGE>



     (c) The Servicer shall give the Indenture Trustee not less than seven
Business Days' prior written notice of the Payment Date on which the Servicer
anticipates that the final distribution will be made to Noteholders. Notice of
any termination, specifying the anticipated Final Scheduled Payment Date or
other Payment Date (which shall be a date that would otherwise be a Payment
Date) upon which the Noteholders may surrender their Notes to the Indenture
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Servicer to the
Indenture Trustee specifying:

          (i) the anticipated Final Scheduled Payment Date or other Payment Date
     upon which final payment of the Notes is anticipated to be made upon
     presentation and surrender of Notes at the office or agency of the
     Indenture Trustee therein designated; and

          (ii) the amount of any such final payment, if known.

     Section 8.09 CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE. For all
purposes of this Servicing Agreement, in the performance of any of its duties or
in the exercise of any of its powers hereunder, the Indenture Trustee shall be
subject to and entitled to the benefits of Article VI of the Indenture.

     Section 8.10 OWNER TRUSTEE NOT LIABLE FOR RELATED DOCUMENTS. The recitals
contained herein shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this
Servicing Agreement, of any Basic Document or of the Certificates (other than
the signatures of the Owner Trustee on the Certificates) or the Notes, or of any
Related Documents. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
the Trust Agreement or the Noteholders under the Indenture, including, the
compliance by the Depositor or the Seller with any warranty or representation
made under any Basic Document or in any related document or the accuracy of any
such warranty or representation, or any action of the Certificate Paying Agent,
the Certificate Registrar or the Indenture Trustee taken in the name of the
Owner Trustee.

     It is expressly understood and agreed by the parties hereto that with
respect to the execution of this Agreement by [Name of Owner Trustee] (the
"Trust Company") for the Issuer (a) this Agreement is executed and delivered by
the Trust Company, not individually or personally, but solely as Owner Trustee,
in the exercise of the powers and authority conferred and vested in it, pursuant
to the Owner Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by the Trust Company but
is made and intended for the purpose for binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on the Trust
Company, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any person claiming by, through or under the parties
hereto, and (d) under no circumstances shall the Trust Company be personally
liable for the payment of any indebtedness or expenses of the Issuer or be
liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Agreement or any other
related documents.


                                       28

<PAGE>



     IN WITNESS WHEREOF, the Servicer, the Indenture Trustee and the Issuer have
caused this Servicing Agreement to be duly executed by their respective officers
or representatives all as of the day and year first above written.

                                          [NAME OF SERVICER],
                                          as Servicer


                                          By: _________________________________
                                          Name:
                                          Title:


                                          ______ TRUST SERIES ____-__


                                          By: [NAME OF OWNER TRUSTEE], not in
                                          its individual capacity but solely as
                                          Owner Trustee


                                          By: _________________________________
                                          Name:
                                          Title:


                                          [NAME OF INDENTURE TRUSTEE], as
                                          Indenture Trustee


                                          By: _________________________________
                                          Name:
                                          Title:




                                       29

<PAGE>



                                    EXHIBIT A
                                  LOAN SCHEDULE


                           TO BE PROVIDED UPON REQUEST









                                       30

<PAGE>



                                    EXHIBIT B
                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PREMISES:

That [Name of Indenture Trustee], as Indenture Trustee (the "Trustee"), under
the Indenture (the "Indenture") among ________________________________________
and the Indenture Trustee, a national banking association organized and existing
under the laws of the State of ________, and having its principal office located
at_____________________________________________, hath made, constituted and
appointed, and does by these presents make, constitute and appoint
________________________, a corporation organized and existing under the laws of
the State of ______________, its true and lawful Attorney-in-Fact, with full
power and authority to sign, execute, acknowledge, deliver, file for record, and
record any instrument on its behalf and to perform such other act or acts as may
be customarily and reasonably necessary and appropriate to effectuate the
following enumerated transactions in respect of any of the mortgages or deeds of
trust (the "Mortgages" and the "Deeds of Trust", respectively) creating a trust,
second lien, third lien or an estate in fee simple interest in real property
securing a Loan and promissory notes secured thereby (the "Mortgage Notes") for
which the undersigned is acting as Indenture Trustee for various Securityholders
(whether the undersigned is named therein as mortgagee or beneficiary or has
become mortgagee by virtue of Endorsement of the Mortgage Note secured by any
such Mortgage or Deed of Trust) and for which [Name of Servicer] is acting as
Servicer pursuant to a Servicing Agreement, dated as of ____________ 1, ____
(the "Servicing Agreement").

This appointment shall apply only to transactions which the Trustee is
authorized to enter into under the Indenture, but in no event shall apply to any
transactions other than the following enumerated transactions only:

     (1) The modification or re-recording of a Mortgage or Deed of Trust, where
said modification or rerecording is for the purpose of correcting the Mortgage
or Deed of Trust to conform same to the original intent of the parties thereto
or to correct title errors discovered after such title insurance was issued and
said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or Deed of Trust as insured.

     (2) The subordination of the lien of a Mortgage or Deed of Trust to an
easement in favor of a public utility company or a government agency or unit
with powers of eminent domain; this section shall include, without limitation,
the execution of partial satisfactions/releases, partial reconveyances or the
execution of requests to trustees to accomplish same.

     (3) With respect to a Mortgage or Deed of Trust, the foreclosure, the
taking of a deed in lieu of foreclosure, or the completion of judicial or
non-judicial foreclosure or termination, cancellation or rescission of any such
foreclosure, including, without limitation, any and all of the following acts:

     a)   The substitution of trustee(s) serving under a Deed of Trust, in
          accordance with state law and the Deed of Trust;



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     b)   Statements of breach or non-performance;

     c)   Notices of default;

     d)   Cancellations/rescissions of notices of default and/or notices of
          sale;

     e)   The taking of a deed in lieu of foreclosure; and

     f)   Such other documents and actions as may be necessary under the terms
          of the Mortgage, Deed of Trust or state law to expeditiously complete
          said transactions.

     (4) The conveyance of the properties to the mortgage insurer, or the
closing of the title to the property to be acquired as real estate owned, or
conveyance of title to real estate owned.

     (5) The completion of loan assumption agreements.

     (6) The full satisfaction/release of a Mortgage or Deed of Trust or full
reconveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related Mortgage Note.

     (7) The assignment of any Mortgage or Deed of Trust and the related
Mortgage Note, in connection with the repurchase of the Loan secured and
evidenced thereby.

     (8) The full assignment of a Mortgage or Deed of Trust upon payment and
discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the endorsement of the related Mortgage
Note.

     (9) The modification or re-recording of a Mortgage or Deed of Trust, where
said modification or rerecording is for the purpose of any modification pursuant
to Section 3.01 of the Servicing Agreement.

     (10) The subordination of the lien of a Mortgage or Deed of Trust, where
said subordination is in connection with any modification pursuant to Section
3.01 of the Servicing Agreement, and the execution of partial
satisfactions/releases in connection with such same Section 3.01.

The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof.

Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect has not been
revoked unless an instrument of revocation has been made in writing by the
undersigned.


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<PAGE>




                                            [NAME OF INDENTURE TRUSTEE], not in
                                            its individual capacity, but solely
                                            as Indenture Trustee under the
                                            Agreements and the Indentures.
_____________________________________       ____________________________________
Name:________________________________       Name:_______________________________
Title:_______________________________       Title:______________________________



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<PAGE>



STATE OF             )
                     SS.
COUNTY OF            )


     On this __ day of ____________, ____, before me the undersigned, Notary
Public of said State, personally appeared _______________________________ and
_____________________ personally known to me to be duly authorized officers of
[Name of Indenture Trustee] that executed the within instrument and personally
known to me to be the persons who executed the within instrument on behalf of
[Name of Indenture Trustee] therein named, and acknowledged to me such [Name of
Indenture Trustee] executed the within instrument pursuant to its by-laws.

                                          WITNESS my hand and official seal.


                                          _____________________________________
                                          Notary Public in and for the
                                          State of _______________________

After recording, please mail to:
_________________________________
_________________________________
_________________________________
Attn:____________________________



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<PAGE>



                                    EXHIBIT C
                           FORM OF REQUEST FOR RELEASE

To: [Custodian]

     Re:  Servicing Agreement, dated as of ____________ 1, ____, among [Name of
          Indenture Trustee], as Indenture Trustee, ______ Trust Series ____-__,
          as Issuer, and [Name of Servicer], as Servicer

     In connection with the administration of the Loans held by you as the
Custodian on behalf of the Indenture Trustee under the Custodial Agreement,
dated as of _________ 1, ____, among the Indenture Trustee, and [Name of
Custodian], we request the release, and acknowledge receipt, of the (Custodial
File/[specify documents]) for the Loan described below, for the reason
indicated.

MORTGAGOR'S NAME ADDRESS & ZIP CODE:

LOAN NUMBER:

REASON FOR REQUESTING DOCUMENTS (check one)

___  1.   Loan Paid in Full (The undersigned hereby certifies that all amounts
          received in connection therewith have been credited to the account of
          the Indenture Trustee.)

___  2.   Loan Liquidated by ____________________ (The undersigned hereby
          certifies that all proceeds of foreclosure, insurance, condemnation or
          other liquidation have been finally received and credited to the
          Custodial Account.)

___  3.   Loan in Foreclosure

___  4.   Other (explain)

     If box 1 or 2 above is checked, and if all or part of the Custodial File
was previously released to us, please release to us our previous request and
receipt on file with you, as well as any additioal documents in your possession
relating to the specified Loan.

     If box 3 or 4 above is checked, upon our return of all of the above
documents to you as the Custodian, please acknowledge your receipt by signing in
the space indicated below, and returning this form.




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<PAGE>


                                          [NAME OF SERVICER], as Servicer


                                          ____________________________________
                                          By:
                                          Name:
                                          Title:

                                          Date: ______________________________


Acknowledgment of Documents returned to the Custodian:

                                          [NAME OF CUSTODIAN], as Custodian


                                          _____________________________________
                                          By:
                                          Name:
                                          Title:

                                          Date: _______________________________



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