EXHIBIT 4.1





                       NOMURA ASSET ACCEPTANCE CORPORATION

                                    Depositor


                             [_____________________]

                  Master Servicer and Securities Administrator


                                       and


                            [_______________________]

                                     Trustee




                   __________________________________________

                         POOLING AND SERVICING AGREEMENT

                            Dated as of [___________]

                   __________________________________________




       Nomura Asset Acceptance Corporation [_______], Series [___________]
                               [_________________]



<PAGE>





                                    ARTICLE I

                                   DEFINITIONS
SECTION 1.01.  Defined Terms.................................................-4-
               Accepted Master Servicing Practices...........................-4-
               Account ......................................................-4-
               Accrued Certificate Interest..................................-4-
               Adjustable Rate Mortgage Loan.................................-5-
               Adjustment Date...............................................-5-
               Administration Fees...........................................-5-
               Administration Fee Rate.......................................-5-
               Affiliate.....................................................-5-
               Aggregate Loss Severity Percentage............................-5-
               Agreement.....................................................-5-
               Assignment....................................................-5-
               Assignment....................................................-5-
               Available Distribution Amount.................................-6-
               Bankruptcy Code...............................................-6-
               Bankruptcy Loss...............................................-6-
               Basis Risk Shortfall..........................................-6-
               Book-Entry Certificate........................................-6-
               Book-Entry Custodian..........................................-6-
               Business Day..................................................-7-
               Cash-Out Refinancing..........................................-7-
               Certificate...................................................-7-
               Certificate Factor............................................-7-
               Certificate Margin............................................-7-
               Certificateholder" or "Holder.................................-8-
               Certificate Owner.............................................-8-
               Certificate Principal Balance.................................-8-
               Certificate Register..........................................-9-
               Class ........................................................-9-
               Class A Certificate...........................................-9-
               Class A Principal Distribution Amount.........................-9-
               Class A-IO Certificate........................................-9-
               Class A-IO Pass-Through Rate..................................-9-
               Class CE Certificate..........................................-9-
               Class M-1 Certificate.........................................-9-
               Class M-1 Principal Distribution Amount.......................-9-
               Class M-2 Certificate........................................-10-
               Class M-2 Principal Distribution Amount......................-10-
               Class M-3 Certificate........................................-10-
               Class M-3 Principal Distribution Amount......................-10-
               Class M-4 Certificate........................................-11-


                                      -ii-

<PAGE>



               Class M-4 Principal Distribution Amount......................-11-
               Class P Certificate..........................................-11-
               Class R-I Certificates.......................................-11-
               Class R-II Certificates......................................-11-
               Class R-III Certificates.....................................-11-
               Closing Date.................................................-12-
               Code ........................................................-12-
               Commission...................................................-12-
               Corporate Trust Office.......................................-12-
               Corresponding Certificate....................................-12-
               Credit Enhancement Percentage................................-12-
                Agreement...................................................-12-
               Credit Risk Management Fee...................................-12-
                Fee Rate....................................................-12-
               Custodial Agreement..........................................-12-
               Custodian....................................................-12-
               Cut-off Date.................................................-12-
               Debt Service Reduction.......................................-13-
               Deficient Valuation..........................................-13-
               Definitive Certificates......................................-13-
               Deleted Mortgage Loan........................................-13-
               Delinquency Percentage.......................................-13-
               Depositor....................................................-13-
               Depository...................................................-13-
               Depository Institution.......................................-13-
               Depository Participant.......................................-13-
               Determination Date...........................................-14-
               Disqualified Organization....................................-14-
               Distribution Account.........................................-14-
               Distribution Account Deposit Date............................-14-
               Distribution Date............................................-14-
               Due Date ....................................................-14-
               Due Period...................................................-14-
               Eligible Account.............................................-14-
               ERISA .......................................................-15-
               Estate in Real Property......................................-15-
               Excess Liquidation Proceeds..................................-15-
               Expense Adjusted Mortgage Rate...............................-15-
               Extra Principal Distribution Amount..........................-15-
               Fannie Mae...................................................-15-
               FDIC ........................................................-15-
               Final Recovery Determination.................................-15-
               Freddie Mac..................................................-15-
               Gross Margin.................................................-15-
               [______________] MLPA........................................-16-
               Independent..................................................-16-


                                      -iii-

<PAGE>



               Index .......................................................-16-
               Insurance Proceeds...........................................-16-
               Interest Accrual Period......................................-16-
               Interest Carry Forward Amount................................-16-
               Interest Determination Date..................................-17-
               Interest Distribution Amount.................................-17-
               Interest Remittance Amount...................................-17-
               Late Collections.............................................-17-
               Liquidation Event............................................-17-
               Liquidation Proceeds.........................................-17-
               Loan-to-Value Ratio..........................................-17-
               London Business Day..........................................-18-
               Loss Severity Percentage.....................................-18-
               Marker Rate..................................................-18-
               Master Servicer..............................................-18-
               Master Servicer Collection Account...........................-18-
               Master Servicer Event of Default.............................-18-
               Master Servicer Fee Rate.....................................-18-
               Master Servicing Fee.........................................-18-
               Maximum II-LTZZ Uncertificated Interest Deferral Amount......-18-
               Maximum Mortgage Rate........................................-19-
               Mezzanine Certificate........................................-19-
               [______________] Fee.........................................-19-
               [______________] Fee Rate....................................-19-
               [______________] PMI Mortgage Loans..........................-19-
               [______________] PMI Policy..................................-19-
               Minimum Mortgage Rate........................................-19-
               Monthly Payment..............................................-19-
               Moody's  ....................................................-19-
               Mortgage ....................................................-19-
               Mortgage File................................................-19-
               Mortgage Loan................................................-20-
               Mortgage Loan Documents......................................-20-
               Mortgage Loan Purchase Agreement.............................-20-
               Mortgage Loan Schedule.......................................-20-
               Mortgage Note................................................-22-
               Mortgage Rate................................................-22-
               Mortgaged Property...........................................-22-
               Mortgagor....................................................-22-
               [______________] MLPA........................................-23-
               Net Monthly Excess Cashflow..................................-23-
               Net Mortgage Rate............................................-23-
               Net WAC Pass-Through Rate....................................-23-
               Nonrecoverable P&I Advance...................................-23-
               Nonrecoverable Servicing Advance.............................-23-
               Non-United States Person.....................................-24-


                                      -iv-

<PAGE>



               Notional Amount..............................................-24-
                Servicing Agreement.........................................-24-
               Offered Certificates.........................................-24-
               Officers' Certificate........................................-24-
               One-Month LIBOR..............................................-24-
               One-Month LIBOR Pass-Through Rate............................-25-
               Opinion of Counsel...........................................-25-
               Overcollateralization Amount.................................-25-
               Overcollateralization Increase Amount........................-26-
               Overcollateralization Reduction Amount.......................-26-
               Ownership Interest...........................................-26-
               P&I Advance..................................................-26-
               Pass-Through Rate............................................-26-
               Percentage Interest..........................................-27-
               Periodic Rate Cap............................................-27-
               Permitted Investments........................................-27-
               Permitted Transferee.........................................-28-
               Person ......................................................-28-
               Plan ........................................................-29-
               Prepayment Assumption........................................-29-
               Prepayment Charge............................................-29-
               Prepayment Interest Shortfall................................-29-
               Prepayment Period............................................-29-
               Principal Distribution Amount................................-29-
               Principal Prepayment.........................................-29-
               Principal Remittance Amount..................................-29-
               Protected Account............................................-30-
               Purchase Price...............................................-30-
               Qualified Substitute Mortgage Loan...........................-30-
               Rate/Term Refinancing........................................-31-
               Rating Agency or Rating Agencies.............................-31-
               Realized Loss................................................-31-
               Record Date..................................................-32-
               Reference Banks..............................................-32-
               Refinanced Mortgage Loan.....................................-32-
               Regular Certificate..........................................-32-
               Regular Interest.............................................-32-
               Relief Act...................................................-32-
               Relief Act Interest Shortfall................................-33-
               REMIC .......................................................-33-
               REMIC I .....................................................-33-
               REMIC I Regular Interest.....................................-33-
               REMIC I Regular Interest I-LTA...............................-33-
               REMIC I Regular Interest I-LTB...............................-33-
               REMIC I Regular Interest I-LTP...............................-34-
               REMIC I Remittance Rate......................................-34-


                                       -v-

<PAGE>



               REMIC II ....................................................-34-
               REMIC II Interest Loss Allocation Amount.....................-34-
               REMIC II Overcollateralization Amount........................-34-
               REMIC II Principal Loss Allocation Amount....................-34-
               REMIC II Regular Interest....................................-34-
               REMIC II Regular Interest II-LTAA............................-35-
               REMIC II Regular Interest II-LTA.............................-35-
               REMIC II Regular Interest II-LTM1............................-35-
               REMIC II Regular Interest II-LTM2............................-35-
               REMIC II Regular Interest II-LTM3............................-35-
               REMIC II Regular Interest II-LTM4............................-35-
               REMIC II Regular Interest II-LTZZ............................-35-
               REMIC II Regular Interest II-LTIO............................-36-
               REMIC II Regular Interest II-LTP.............................-36-
               REMIC II Remittance Rate.....................................-36-
               REMIC II Required Overcollateralization Amount...............-36-
               REMIC III....................................................-36-
               REMIC III Certificate........................................-36-
               REMIC III Certificateholder..................................-36-
               REMIC Provisions.............................................-36-
               Remittance Report............................................-36-
               Rents from Real Property.....................................-36-
               REO Disposition..............................................-37-
               REO Imputed Interest.........................................-37-
               REO Principal Amortization...................................-37-
               REO Property.................................................-37-
               Required Overcollateralization Amount........................-37-
               Reserve Fund.................................................-37-
               Reserve Interest Rate........................................-37-
               Residential Dwelling.........................................-37-
               Residual Certificate.........................................-38-
               Residual Interest............................................-38-
               Responsible Officer..........................................-38-
               S&P .........................................................-38-
                Servicing Agreement.........................................-38-
               Scheduled Principal Balance..................................-38-
               Seller ......................................................-39-
               Senior Interest Distribution Amount..........................-39-
               Servicer ....................................................-39-
               Servicer Remittance Date.....................................-39-
               Servicing Advances...........................................-39-
               Servicing Agreement..........................................-39-
               Servicing Fee................................................-39-
               Servicing Fee Rate...........................................-40-
               Servicing Officer............................................-40-
               Single Certificate...........................................-40-


                                           -vi-

<PAGE>



               Startup Day..................................................-40-
               Stated Principal Balance.....................................-40-
               Stayed Funds.................................................-41-
               Stepdown Date................................................-41-
               Substitution Shortfall Amount................................-41-
               Tax Returns..................................................-41-
               Telerate Page 3750...........................................-41-
               Termination Price............................................-41-
               Terminator...................................................-41-
               Transfer ....................................................-41-
               Transferee...................................................-41-
               Transferor...................................................-42-
               Trigger Event................................................-42-
               Trust .......................................................-42-
               Trust REMIC..................................................-42-
               Trustee .....................................................-42-
               Trust Fund...................................................-42-
               Uncertificated Balance.......................................-42-
               Uncertificated Interest......................................-42-
               Uncertificated Notional Amount...............................-43-
               Uncertificated REMIC Regular Interest........................-43-
               Uninsured Cause..............................................-43-
               United States Person.........................................-43-
               Unpaid Basis Risk Shortfall..................................-43-
               [______________] Custodial Agreement.........................-43-
               Value .......................................................-44-
               Voting Rights................................................-44-
               Custodial Agreement..........................................-44-
SECTION 1.02.  Allocation of Certain Interest Shortfalls....................-44-


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.  Conveyance of the Mortgage Loans.............................-46-
SECTION 2.02.  Acceptance of REMIC I by Trustee.............................-46-
SECTION 2.03.  Repurchase or Substitution of Mortgage Loans.................-47-
SECTION 2.04.  [Reserved]...................................................-53-
SECTION 2.05.  Representations, Warranties and Covenants of the Master
               Servicer.....................................................-53-
SECTION 2.06.  Issuance of the REMIC I Regular Interests and the Class R-I
               Certificates.................................................-55-
SECTION 2.07.  Conveyance of the REMIC I Regular Interests; Acceptance of
               REMIC II by the Trustee......................................-55-
SECTION 2.08.  Issuance of Class R-II Certificates..........................-55-


                                      -vii-

<PAGE>



SECTION 2.09.  Conveyance of the REMIC II Regular Interests; Acceptance of
               REMIC III by the Trustee.....................................-56-
SECTION 2.10.  Issuance of Class R-III Certificates.........................-56-
SECTION 2.11   Establishment of the Trust...................................-56-


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                         OF THE MORTGAGE LOANS; ACCOUNTS
SECTION 3.01.  MASTER SERVICER..............................................-57-
SECTION 3.02.  REMIC-RELATED COVENANTS......................................-58-
SECTION 3.03.  MONITORING OF SERVICERS......................................-58-
SECTION 3.04.  FIDELITY BOND................................................-59-
SECTION 3.05.  POWER TO ACT; PROCEDURES.....................................-59-
SECTION 3.06.  DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS...................-60-
SECTION 3.07.  RELEASE OF MORTGAGE FILES....................................-60-
SECTION 3.08.  DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
               TO BE HELD FOR TRUSTEE.......................................-61-
SECTION 3.09.  STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.......-62-
SECTION 3.10.  PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.............-62-
SECTION 3.11.  MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.......-63-
SECTION 3.12.  TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES
               AND DOCUMENTS................................................-63-
SECTION 3.13.  REALIZATION UPON DEFAULTED MORTGAGE LOANS....................-64-
SECTION 3.14.  COMPENSATION FOR THE MASTER SERVICER.........................-64-
SECTION 3.15.  REO PROPERTY.................................................-64-
SECTION 3.16.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE................-65-
SECTION 3.17.  ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT.............-66-
SECTION 3.18.  REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION........-66-
SECTION 3.19.  UCC..........................................................-67-
SECTION 3.20.  OBLIGATION OF THE MASTER SERVICER IN RESPECT OF PREPAYMENT
               INTEREST SHORTFALLS..........................................-67-
SECTION 3.21.  [______________] PMI POLICY; CLAIMS UNDER THE [____________]
               PMI POLICY...................................................-67-
SECTION 3.22.  PROTECTED ACCOUNTS...........................................-67-
SECTION 3.23.  MASTER SERVICER COLLECTION ACCOUNT...........................-68-
SECTION 3.24.  PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER
               SERVICER COLLECTION ACCOUNT..................................-69-
SECTION 3.25.  DISTRIBUTION ACCOUNT.........................................-70-
SECTION 3.26.  PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
               ACCOUNT......................................................-71-
SECTION 3.27   Reserve Fund.................................................-73-
SECTION 3.28   Duties of the Credit Risk Manager............................-74-
SECTION 3.29   Limitation Upon Liability of the Credit Risk Manager.........-75-
SECTION 3.30   Prepayment Penalty Verification..............................-75-


                                     -viii-

<PAGE>



SECTION 3.31   Servicing Advance Facility...................................-76-


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01   Distributions................................................-78-
SECTION 4.02.  Statements to Certificateholders.............................-87-
SECTION 4.03.  Remittance Reports; P&I Advances.............................-90-
SECTION 4.04.  Allocation of Realized Losses................................-91-
SECTION 4.05.  Compliance with Withholding Requirements.....................-92-


                                    ARTICLE V

                                THE CERTIFICATES
SECTION 5.01.  The Certificates.............................................-94-
SECTION 5.02.  Registration of Transfer and Exchange of Certificates........-96-
SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates...........-100-
SECTION 5.04.  Persons Deemed Owners.......................................-100-
SECTION 5.05.  Certain Available Information...............................-100-


                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01.  Liability of the Depositor and the Master Servicer..........-102-
SECTION 6.02.  Merger or Consolidation of the Depositor or the Master
               Servicer....................................................-102-
SECTION 6.03.  Limitation on Liability of the Depositor, the Master Servicer
               the Servicers, the Securities Administrator and Others......-102-
SECTION 6.04   Limitation on Resignation of the Master Servicer............-103-
SECTION 6.05   Assignment of Master Servicing..............................-103-
SECTION 6.06   Rights of the Depositor in Respect of the Master Servicer...-104-


                                   ARTICLE VII

                                     DEFAULT
SECTION 7.01.  Master Servicer Events of Default...........................-105-
SECTION 7.02.  Trustee to Act; Appointment of Successor....................-106-
SECTION 7.03.  Notification to Certificateholders..........................-108-
SECTION 7.04.  Waiver of Master Servicer Events of Default.................-108-




                                      -ix-

<PAGE>



                                  ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
SECTION 8.01.  Duties of Trustee and Securities Administrator..............-109-
SECTION 8.02.  Certain Matters Affecting Trustee and Securities
               Administrator...............................................-110-
SECTION 8.03.  Trustee and Securities Administrator not Liable for
               Certificates or Mortgage Loans..............................-112-
SECTION 8.04.  Trustee and Securities Administrator May Own Certificates...-112-
SECTION 8.05.  Fees and Expenses of Trustee and Securities Administrator...-112-
SECTION 8.06.  Eligibility Requirements for Trustee and Securities
               Administrator...............................................-113-
SECTION 8.07.  Resignation and Removal of Trustee and Securities
               Administrator...............................................-113-
SECTION 8.08.  Successor Trustee or Securities Administrator...............-114-
SECTION 8.09.  Merger or Consolidation of Trustee or Securities
               Administrator...............................................-115-
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee...............-115-
SECTION 8.11.  Appointment of Office or Agency.............................-116-
SECTION 8.12.  Representations and Warranties..............................-116-


                                   ARTICLE IX

                                   TERMINATION
SECTION 9.01.  Termination Upon Repurchase or Liquidation of All Mortgage
               Loans.......................................................-118-
SECTION 9.02.  Additional Termination Requirements.........................-120-


                                    ARTICLE X

                                REMIC PROVISIONS
SECTION 10.01. REMIC Administration........................................-121-
SECTION 10.02. Prohibited Transactions and Activities......................-123-


                         SECTION 10.03.Indemnification.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment...................................................-125-
SECTION 11.02. Recordation of Agreement; Counterparts......................-126-
SECTION 11.03. Limitation on Rights of Certificateholders..................-126-
SECTION 11.04. Governing Law...............................................-127-
SECTION 11.05. Notices.....................................................-127-


                                       -x-

<PAGE>



SECTION 11.06. Severability of Provisions..................................-128-
SECTION 11.07. Notice to Rating Agencies...................................-128-
SECTION 11.08. Article and Section References..............................-129-
SECTION 11.09. Grant of Security Interest..................................-129-
SECTION 11.10. Third Party Beneficiaries...................................-130-




                                      -xi-

<PAGE>




Exhibits
--------

Exhibit A-1    Form of Class A-1 Certificate
Exhibit A-2    Form of Class A-IO Certificate
Exhibit A-3    Form of Class M Certificate
Exhibit A-4    Form of Class CE Certificate
Exhibit A-5    Form of Class P Certificate
Exhibit A-6    Form of Class R Certificate
Exhibit B-1    Form of Transferor Representation Letter and Form of Transferee
               Representation Letter in Connection with Transfer of the Class P
               Certificates, Class CE Certificates and Residual Certificates
               Pursuant to Rule 144A Under the 1933 Act
Exhibit B-2    Form of Transferor Representation Letter and Form of Transferee
               Representation Letter in Connection with Transfer of the Class P
               Certificates, Class CE Certificates and Residual Certificates
               Pursuant to Rule 501 (a) Under the 1933 Act
Exhibit B-3    Form of Transfer Affidavit and Agreement and Form of Transferor
               Affidavit in Connection with Transfer of Residual Certificates
Schedule 1     Mortgage Loan Schedule
Schedule 2     Prepayment Charge Schedule
Schedule 3     [______________] PMI Mortgage Loans


                                      -xii-

<PAGE>



          This Pooling and Servicing Agreement, is dated and effective as of
[_______], among NOMURA ASSET ACCEPTANCE CORPORATION as Depositor,
[____________] as Master Servicer and as Securities Administrator and
[______________] as Trustee.

                             PRELIMINARY STATEMENT:

          The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest of the Trust Fund created hereunder. The Trust
Fund will consist of a segregated pool of assets comprising of the Mortgage
Loans and certain other related assets subject to this Agreement.

                                     REMIC I

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (other than the Reserve Fund) as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC I". The Class R-I Certificates will be the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated Balance and, solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.




                    REMIC I                 Initial             Latest Possible
Designation     Remittance Rate     Uncertificated Balance     Maturity Date (1)
-----------     ---------------     ----------------------     -----------------

I-LTA             Variable(2)
I-LTB             Variable(2)
I-LTP             Variable(2)
___________________________

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




                                       -1-

                                     ------



                                                     REMIC II

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



                                          Initial
                   REMIC II            Uncertificated          Latest Possible
Designation     Remittance Rate           Balance             Maturity Date (1)
-----------     ---------------        --------------         -----------------
II-LTAA           Variable(2)
II-LTA            Variable(2)
II-LTM 1          Variable(2)
II-LTM 2          Variable(2)
II-LTM 3          Variable(2)
II-LTM 4          Variable(2)
II-LTZZ           Variable(2)
II-LTIO           Variable(2)
II-LTP            Variable(2)
___________________________

(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC II Regular Interest.
(2)  Calculated in accordance with the definition of "REMIC II Remittance Rate"
     herein.
(3)  REMIC II Regular Interest II-LTIO will not have an Initial Uncertificated
     Balance, but will accrue interest on its respective Uncertificated Notional
     Amount outstanding from time to time, as defined herein.





                                       -2-

<PAGE>



                                    REMIC III
                                    ---------

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." The Class R-III Certificates will evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Pass-Through
Rate, the initial aggregate Certificate Principal Balance and, solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the indicated Classes of Certificates.



                                      Initial Aggregate
                  Pass-Through      Certificate Principal       Latest Possible
Designation           Rate                 Balance             Maturity Date (1)
-----------       ------------      ---------------------      -----------------
Class A          Variable(2)
Class A-IO       Variable(2)
Class M-1        Variable(2)
Class M-2        Variable(2)
Class M-3        Variable(2)
Class M-4        Variable(2)
Class P          N/A(5)
Class CE         N/A(6)
_________________

(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each Class of Certificates.

(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.

(3)  The Class A-IO Certificates do not have a Certificate Principal Balance but
     will receive all amounts distributed to REMIC II Regular Interest II-LTIO.

(4)  The Class P Certificates will not accrue interest.

(5)  The Class CE Certificates will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class CE Certificates
     outstanding from time to time which shall equal the Uncertificated Balance
     of the REMIC II Regular Interests. The Class CE Certificates will not
     accrue interest on their Certificate Principal Balance.

     As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $[_________].

     In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicer, the Securities Administrator and the Trustee agree as
follows:



                                       -3-

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. Defined Terms.

          Whenever used in this Agreement, including, without limitation, in the
Preliminary Statement hereto, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Unless otherwise specified, all calculations described herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.

          "Accepted Master Servicing Practices": With respect to any Mortgage
Loan, as applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that master service mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer (except in its capacity as successor to a Servicer), or
(y) as provided in the applicable Servicing Agreement, to the extent applicable
to any Servicer, but in no event below the standard set forth in clause (x).

          "Account": The Master Servicer Collection Account and the Protected
Account as the context may require.

          "Accrued Certificate Interest": With respect to any Class A
Certificate, Class A-IO Certificate, Mezzanine Certificate or Class CE
Certificate and each Distribution Date, interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Certificate for such
Distribution Date on the Certificate Principal Balance, in the case of the Class
A Certificates and the Mezzanine Certificates, or on the Notional Amount in the
case of the Class A-IO Certificates and the Class CE Certificates, of such
Certificate immediately prior to such Distribution Date. The Class P
Certificates are not entitled to distributions in respect of interest and,
accordingly, will not accrue interest. All distributions of interest on the
Class A Certificates and the Mezzanine Certificates will be calculated on the
basis of a 360-day year and the actual number of days in the applicable Interest
Accrual Period. All distributions of interest on the Class A-IO Certificates and
the Class CE Certificates will be based on a 360-day year consisting of twelve
30-day months. Accrued Certificate Interest with respect to each Distribution
Date, as to any Class A Certificate, Class A-IO Certificate, Mezzanine
Certificate or Class CE Certificate shall be reduced by an amount equal to the
portion allocable to such Certificate pursuant to Section 1.02 hereof, if any,
of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section 3.20
and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, for
such Distribution Date. In addition, Accrued Certificate Interest with respect
to each Distribution Date, as to any Class CE Certificate, shall be reduced by
an amount equal to the portion allocable to such Class CE Certificate of
Realized Losses, if any, pursuant to Section 1.02 and Section 4.04 hereof.
Notwithstanding the foregoing, for federal income tax purposes and under the
REMIC Provisions, the Accrued Certificate Interest for the Class A-IO
Certificates and any Distribution Date will be deemed to be 100% of the
Uncertificated Interest for REMIC II Regular Interest II-LTIO for such
Distribution Date.



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          "Adjustable Rate Mortgage Loan": Each of the Mortgage Loans identified
in the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.

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

          "Administration Fees": The sum of (i) the Master Servicing Fee, (ii)
Servicing Fee, (iii) the [______________] Fee, (iv) the Credit Risk Manager Fee
and (v) the fee payable to [______________] under the [______________] Custodial
Agreement.

          "Administration Fee Rate": The sum of (i) the Master Servicing Fee
Rate, (ii) the Credit Risk Management Fee Rate, (iii) the [______________] Fee
Rate, (iv) the Servicing Fee Rate and (iv) the rate at which the fee payable to
[______________] under the [______________] Custodial Agreement is calculated.

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

          "Aggregate Loss Severity Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred on any Mortgage Loans from the
Cut-off Date to the last day of the preceding calendar month and the denominator
of which is the aggregate principal balance of such Mortgage Loans immediately
prior to the liquidation of such Mortgage Loans.

          "Agreement": This Pooling and Servicing Agreement, including all
exhibits and schedules hereto and all amendments hereof and supplements hereto.

          "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

          "Assignment Agreements": Shall mean (i) the Assignment, Assumption and
Recognition Agreement, dated as [______________], among the Seller, the
Depositor and [______________] pursuant to which the [______________] Servicing
Agreement was assigned to the Depositor and (ii) the Assignment, Assumption and
Recognition Agreement, dated as of [______________], among the Seller, the
Depositor and [______________] pursuant to which the [______________] Servicing
Agreement was assigned to the Trust.


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          "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (1) the sum of (a) the aggregate of the amounts on
deposit in the Master Servicer Collection Account and Distribution Account as of
the close of business on the related Determination Date, (b) the aggregate of
any amounts deposited in the Distribution Account by the Master Servicer in
respect of Prepayment Interest Shortfalls for such Distribution Date pursuant to
Section 3.20, (c) the aggregate of any P&I Advances for such Distribution Date
made by the applicable Servicer pursuant to the related Servicing Agreement or
the Master Servicer pursuant to Section 4.03 and (d) the aggregate of any
advances made by the Trustee for such Distribution Date pursuant to Section
7.02(b), reduced (to not less than zero) by (2) the sum of (x) the portion of
the amount described in clause (1)(a) above that represents (i) Monthly Payments
on the Mortgage Loans received from a Mortgagor on or prior to the Determination
Date but due during any Due Period subsequent to the related Due Period, (ii)
Principal Prepayments on the Mortgage Loans received after the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds and Insurance Proceeds received
in respect of the Mortgage Loans after the related Prepayment Period, (iv)
amounts reimbursable or payable to the Depositor, the Master Servicer, any
Servicer, the Trustee, the Securities Administrator or any Custodian pursuant to
Section 3.24 or Section 3.26 or otherwise payable in respect of extraordinary
Trust Fund expenses, (v) Stayed Funds, (vi) amounts deposited in the Master
Servicer Collection Account or the Distribution Account in error and (vii) the
amount of any Prepayment Charges collected or paid by the Servicers in
connection with the Principal Prepayment of any of the Mortgage Loans, and (y)
amounts reimbursable to the Trustee or other successor Master Servicer, as
applicable, for an advance made pursuant to Section 7.02(b) which advance the
Trustee or other successor Master Servicer, as applicable, has determined to be
nonrecoverable from the Stayed Funds in respect of which it was made.

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

          "Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.

          "Basis Risk Shortfall": With respect to the Class A Certificates and
any Class of Mezzanine Certificates and any Distribution Date on which the
Pass-Through Rate thereon calculated pursuant to the definition thereof is
limited to the Net WAC Pass-Through Rate, an amount equal to the excess of the
amount of interest the Class A Certificates or the Mezzanine Certificates would
have been entitled to receive on such Distribution Date if the Net WAC Pass-
Through Rate would not have been applicable to such Certificates on such
Distribution Date over the amount of interest paid on such Distribution Date at
the Net WAC Pass-Through Rate.

          "Book-Entry Certificate": The Class A Certificates, the Class A-IO
Certificates and the Mezzanine Certificates for so long as the Certificates of
such Class shall be registered in the name of the Depository or its nominee.

          "Book-Entry Custodian": The custodian appointed pursuant to Section
5.01.



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          "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking or savings and loan institutions in the States of New York,
[______________] or [______________], or in the city in which the Corporate
Trust Office of the Trustee is located, are authorized or obligated by law or
executive order to be closed.

          "Cash-Out Refinancing": A Refinanced Mortgage Loan the proceeds of
which are more than a nominal amount in excess of the principal balance of any
existing first mortgage plus any subordinate mortgage on the related Mortgaged
Property and related closing costs.

          "Certificate": Any one of the Depositor's Asset Backed Pass-Through
Certificates, Series [______________], Class A, Class A-IO, Class M-1, Class
M-2, Class M-3, Class M-4, Class P, Class CE, Class R-I, Class R-II and Class
R-III issued under this Agreement.

          "Certificate Factor":With respect to any Class of Certificates (other
than the Residual Certificates) as of any Distribution Date, a fraction,
expressed as a decimal carried to six places, the numerator of which is the
aggregate Certificate Principal Balance (or Notional Amount, in the case of the
Class A-IO Certificates and the Class CE Certificates) of such Class of
Certificates on such Distribution Date (after giving effect to any distributions
of principal and allocations of Realized Losses resulting in reduction of the
Certificate Principal Balance (or Notional Amount, in the case of the Class A-IO
Certificates and the Class CE Certificates) of such Class of Certificates to be
made on such Distribution Date), and the denominator of which is the initial
aggregate Certificate Principal Balance (or Notional Amount, in the case of the
Class A-IO Certificates and the Class CE Certificates) of such Class of
Certificates as of the Closing Date.

          "Certificate Margin": With respect to the Class A Certificates and,
for purposes of the definition of "Marker Rate", REMIC II Regular Interest
II-LTA, [_____]% in the case of each Distribution Date through and including the
Distribution Date on which the aggregate principal balance of the Mortgage Loans
(and properties acquired in respect thereof) remaining in the Trust Fund is
reduced to less than [_____]% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date and [_____]% in the case of each Distribution Date
thereafter.

          With respect to the Class M-1 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM1, [_____]% in the
case of each Distribution Date through and including the Distribution Date on
which the aggregate principal balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
[_____]% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date and [_____]% in the case of each Distribution Date thereafter.

          With respect to the Class M-2 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM2, [_____]% in the
case of each Distribution Date through and including the Distribution Date on
which the aggregate principal balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
[_____]% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date and [_____]% in the case of each Distribution Date thereafter.



                                       -7-

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          With respect to the Class M-3 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM3, [_____]% in the
case of each Distribution Date through and including the Distribution Date on
which the aggregate principal balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
[_____]% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date and [_____]% in the case of each Distribution Date thereafter.

          With respect to the Class M-4 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM4, [_____]% in the
case of each Distribution Date through and including the Distribution Date on
which the aggregate principal balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
[_____]% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date and [_____]% in the case of each Distribution Date thereafter.

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

          "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

          "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination, minus all
distributions allocable to principal made thereon and Realized Losses allocated
thereto, if any, on such immediately prior Distribution Date (or, in the case of
any date of determination up to and including the first Distribution Date, the
initial Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to each Class CE Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balances of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balances of the Class A Certificates, the Mezzanine


                                       -8-

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Certificates and the Class P Certificates then outstanding. The aggregate
initial Certificate Principal Balance of each Class of Regular Certificates is
set forth in the Preliminary Statement hereto.

          "Certificate Register": The register maintained pursuant to Section
5.02.

          "Class": Collectively, all of the Certificates bearing the same class
designation.

          "Class A Certificate": Any one of the Class A Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class A Principal Distribution Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the excess of (x) the Certificate Principal Balance of the Class
A Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) [_____]% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
$[_________].

          "Class A-IO Certificate": Any one of the Class A-IO Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class A-IO Pass-Through Rate": Shall be equal to the lesser of (a)
the weighted average of the Expense Adjusted Mortgage Rate of the Mortgage Loans
and (b) (i) [_____]% per annum from the 1st Distribution Date to and including
the 10th Distribution Date, (ii) [_____]% per annum from the 11th Distribution
Date to and including the 20th Distribution Date, (iii) [_____]% per annum from
the 21st Distribution Date to and including the 30th Distribution Date and (iv)
[_____]% per annum for each Distribution Date thereafter.

          "Class CE Certificate": Any one of the Class CE Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date) and (ii)
the


                                       -9-

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Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) [_____]%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) minus $[_________].

          "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) [_____]% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment Period) minus
$[_________].

          "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) [_____]% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of


                                      -10-

<PAGE>



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

          "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date on or after the Stepdown Date and on which a Trigger Event is
not in effect, the excess of (x) the sum of (i) the Certificate Principal
Balance of the Class A Certificates (after taking into account the payment of
the Class A Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the payment of
the Class M-3 Principal Distribution Amount on such Distribution Date) and (v)
the Certificate Principal Balance of the Class M-4 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
[_____]% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus $[_________].

          "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.

          "Class R-I Certificates": Any one of the Class R-I Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-6, and evidencing the Residual Interest in REMIC I
for purposes of the REMIC Provisions.

          "Class R-II Certificates": Any one of the Class R-II Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-6, and evidencing the Residual Interest in REMIC II
for purposes of the REMIC Provisions.

          "Class R-III Certificates": Any one of the Class R-III Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-6, and evidencing the Residual Interest in REMIC III
for purposes of the REMIC Provisions.



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          "Closing Date": [______________].

          "Code": The Internal Revenue Code of 1986.

          "Commission": The Securities and Exchange Commission.

          "Corporate Trust Office": The principal corporate trust office of the
Trustee which office at the date of the execution of this instrument is located
at [_____________], Attention: [_____________], or at such other address as the
Trustee may designate from time to time by notice to the Certificateholders, the
Depositor, the Securities Administrator and the Master Servicer.

          "Corresponding Certificate": With respect to REMIC II Regular Interest
II-LTA, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4 and REMIC
II Regular Interest II-LTP, the Class A Certificates, Class M-1 Certificates,
Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates and Class
P Certificates, respectively.

          "Credit Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine Certificates and the
Class CE Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, calculated after taking into account
distributions of principal on the Mortgage Loans and distribution of the
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date.

          "Credit Risk Management Agreement": Each agreement between the Credit
Risk Manager and a Servicer or the Master Servicer, respectively, each dated
[______________].

          "Credit Risk Management Fee": As to each Mortgage Loan and any
Distribution Date, an amount equal to one twelfth of the product of the Credit
Risk Management Fee Rate multiplied by the Scheduled Principal Balance of the
Mortgage Loans as of the Due Date in the preceding calendar month.

          "Credit Risk Management Fee Rate": [_____]% per annum.

          "Credit Risk Manager": __________________________.

          "Custodial Agreement" Shall mean either the [______________] Custodial
Agreement or the [______________] Custodial Agreement, as applicable.

          "Custodian" Shall mean either [______________] or [______________], as
the case may be, appointed pursuant to the applicable Custodial Agreement.

          "Cut-off Date": With respect to each Mortgage Loan, [______________].
With respect to all Qualified Substitute Mortgage Loans, their respective dates
of substitution. References herein to the "Cut-off Date," when used with respect
to more than one Mortgage Loan, shall be to the respective Cut-off Dates for
such Mortgage Loans.


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<PAGE>



          "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

          "Deficient Valuation": With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

          "Definitive Certificates": As defined in Section 5.01(b).

          "Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by
a Qualified Substitute Mortgage Loan.

          "Delinquency Percentage": As of the last day of the related Due
Period, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of all Mortgage Loans that, as of the last
day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or have been discharged by
reason of bankruptcy, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties as of the last day of
the previous calendar month.

          "Depositor": Nomura Asset Acceptance Corporation, a Delaware
corporation, or its successor in interest.

          "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.

          "Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial paper or other
short-term unsecured debt obligations) that are rated A-1 by S&P and P-1 by
Moody's (or, if such Rating Agencies are no longer rating the Offered
Certificates, comparable ratings by any other nationally recognized statistical
rating agency then rating the Offered Certificates).

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



                                      -13-

<PAGE>



          "Determination Date": With respect to each Distribution Date, shall
mean (i) with respect to [______________], the 10th day of the calendar month in
which such Distribution Date occurs or, if such 10th day is not a Business Day,
the Business Day immediately preceding such 10th day and (ii) with respect to
[______________], two Business Days preceding the applicable Servicer Remittance
Date.

          "Disqualified Organization": Any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for Freddie Mac, a majority of its board of directors is not
selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

          "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.25 in the name of the Trustee
for the benefit of the Certificateholders and designated "[__________________]".
The Distribution Account must be an Eligible Account.

          "Distribution Account Deposit Date": The Business Day prior to such
Distribution Date; provided, however that in the event that the Distribution
Account Deposit Date determined in accordance with this definition would occur
on a Friday, the Distribution Account Deposit Date will be deemed to occur on
the same day as the related Distribution Date.

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

          "Due Date": With respect to each Distribution Date, the day of the
month on which the Monthly Payment is due on a Mortgage Loan during the related
Due Period, exclusive of any days of grace.

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

          "Eligible Account": Any of (i) an account or accounts maintained with
a Depository Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state


                                      -14-

<PAGE>



chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.

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

          "Estate in Real Property": A fee simple estate in a parcel of land.

          "Excess Liquidation Proceeds": To the extent that such amount is not
required by law to be paid to the related mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a liquidated Mortgage Loan exceed the
sum of (i) the outstanding principal balance of such Mortgage Loan and accrued
but unpaid interest at the related Net Mortgage Rate through the last day of the
month in which the related Liquidation Event occurs, plus (ii) related
liquidation expenses or other amounts to which the related Servicer is entitled
to be reimbursed from Liquidation Proceeds with respect to such liquidated
Mortgage Loan pursuant to the related Servicing Agreement or Section 3.26
hereof.

          "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan or
REO Property, the then applicable Mortgage Rate thereon minus the Administration
Fee Rate.

          "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (i) the Net Monthly Excess Cashflow for such
Distribution Date and (ii) the Overcollateralization Increase Amount for such
Distribution Date.

          "Fannie Mae": Fannie Mae, formerly known as the Federal National
Mortgage Association, or any successor thereto.

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

          "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the applicable Originator, the Seller or the Terminator pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made by the
applicable Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which such Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Master Servicer shall maintain records, based on information
provided by each Servicer, of each Final Recovery Determination made thereby.

          "Freddie Mac": Freddie Mac, formerly known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.

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



                                      -15-

<PAGE>



          "[______________] MLPA": Shall mean the Mortgage Loan Purchase
Agreement, dated [______________] among the Seller, the Depositor,
[______________] and [______________], as such agreement may be amended or
supplement from time to time.

          "Independent": When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Master
Servicer, the Securities Administrator, the Seller, the Originator and their
respective Affiliates, (b) does not have any direct financial interest in or any
material indirect financial interest in the Depositor, the Master Servicer, the
Securities Administrator, the Seller, the Originator or any Affiliate thereof,
and (c) is not connected with the Depositor, the Master Servicer, the Securities
Administrator, the Seller, the Originator or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, the Master Servicer, the Seller, the Originator
or any Affiliate thereof merely because such Person is the beneficial owner of
1% or less of any class of securities issued by the Depositor, the Master
Servicer, the Securities Administrator, the Seller, the Originator or any
Affiliate thereof, as the case may be.

          "Index": With respect to each Adjustable Rate Mortgage Loan and each
related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available either (a) as of the first
Business Day 45 days prior to such Adjustment Date or (b) as of the first
Business Day of the month preceding the month of such Adjustment Date, as
specified in the related Mortgage Note.

          "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the applicable Servicing Agreement.

          "Insurer": [______________], a monoline private insurance company
organized and created under the laws of the State of [______________], or its
successor in interest.

          "Interest Accrual Period": With respect to any Distribution Date and
the Class A Certificates and the Mezzanine Certificates, the period commencing
on the Distribution Date of the month immediately preceding the month in which
such Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class A-IO
Certificates, the one-month period ending on the last day of the calendar month
immediately preceding the month in which such Distribution Date occurs.

          "Interest Carry Forward Amount": With respect to any Distribution Date
and the Class A Certificates, the Class A-IO Certificates and the Mezzanine
Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount distributed on such
Class of Certificates in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward Amount for
such Class of Certificates remaining unpaid from


                                      -16-

<PAGE>



the previous Distribution Date, plus accrued interest on such sum calculated at
the related Pass-Through Rate for the most recently ended Interest Accrual
Period.

          "Interest Determination Date": With respect to the Class A
Certificates, the Mezzanine Certificates, REMIC II Regular Interest II-LTA,
REMIC II Regular Interest II-LTM1 REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3 and REMIC II Regular Interest II-LTM4, and any Interest
Accrual Period therefor, the second London Business Day preceding the
commencement of such Interest Accrual Period.

          "Interest Distribution Amount": With respect to any Distribution Date
and any Class A Certificates, any Mezzanine Certificates, any Class A-IO
Certificates and any Class CE Certificates, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

          "Interest Remittance Amount": With respect to any Distribution Date,
that portion of the Available Distribution Amount for such Distribution Date
that represents interest received or advanced on the Mortgage Loans.

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

          "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or replaced pursuant
to or as contemplated by Section 2.03 or Section 9.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination is
made as to such REO Property or (ii) such REO Property is removed from REMIC I
by reason of its being purchased pursuant to Section 9.01.

          "Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the applicable Servicer or the Master Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation of
a defaulted Mortgage Loan through a trustee's sale, foreclosure sale or
otherwise, or (iii) the repurchase, substitution or sale of a Mortgage Loan or
an REO Property pursuant to or as contemplated by Section 2.03 or Section 9.01.

          "Loan-to-Value Ratio": As of any date of determination, the fraction,
expressed as a percentage, the numerator of which is the principal balance of
the related Mortgage Loan at such date and the denominator of which is the Value
of the related Mortgaged Property.



                                      -17-

<PAGE>



          "London Business Day": Any day on which banks in the Cities of London
and New York, New York are open and conducting transactions in United States
dollars.


          "Loss Severity Percentage": With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the amount of
Realized Losses incurred on a Mortgage Loan and the denominator of which is the
principal balance of such Mortgage Loan immediately prior to the liquidation of
such Mortgage Loan.

          "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for each of the REMIC II Regular Interests
(other than REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTP
and REMIC II Regular Interest II-LTIO), with the rate on each such REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to a cap
equal to the lesser of (i) the related One-Month LIBOR Pass-Through Rate and
(ii) the Net WAC Pass-Through Rate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC II Regular Interest II-LTZZ subject
to a cap of zero for the purpose of this calculation; provided however, each
such cap shall be multiplied by a fraction the numerator of which is the actual
number of days in the related Interest Accrual Period and the denominator of
which is 30.

          "Master Servicer": As of the Closing Date, [______________] and
thereafter, its respective successors in interest who meet the qualifications of
this Agreement. [The Master Servicer and the Securities Administrator shall at
all times be the same Person.]

          "Master Servicer Collection Account": The account or accounts created
and maintained, or caused to be created and maintained, by the Master Servicer
pursuant to Section 3.23, which shall be denominated "[________________]". The
Collection Account must be an Eligible Account.

          "Master Servicer Event of Default": One or more of the events
described in Section 7.01 hereof.

          "Master Servicer Fee Rate" [_____]% per annum.

          "Master Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one twelfth of the product of the Master
Servicer Fee Rate multiplied by the Scheduled Principal Balance of the Mortgage
Loans as of the Due Date in the preceding calendar month.

          "Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to REMIC II Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTZZ minus the REMIC II Overcollateralization Amount, in
each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II Regular Interest I-LTA, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3 and REMIC II Regular
Interest


                                      -18-

<PAGE>



II-LTM4 for such Distribution Date, with the rate on each such REMIC II Regular
Interest subject to a cap equal to the lesser of (i) the related One-Month LIBOR
Pass-Through Rate and (ii) the Net WAC Pass-Through Rate for the purpose of this
calculation for such Distribution Date; provided however, each such cap shall be
multiplied by a fraction the numerator of which is the actual number of days in
the related Interest Accrual Period and the denominator of which is 30.

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

          "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M- 3 Certificate or Class M-4 Certificate.

          "[______________] Fee": With respect to each [______________] PMI
Mortgage Loan and each Distribution Date, an amount equal to one twelfth of the
product of the [______________] Fee Rate multiplied by the aggregate Scheduled
Principal Balance of such [______________] PMI Mortgage Loan as of the Due Date
in the preceding calendar month.

          "[______________] Fee Rate": Shall be the per annum percentage set
forth on the Mortgage Loan Schedule.

          "[______________] PMI Mortgage Loans": The list of Mortgage Loans
insured by [______________] and identified on Schedule 3 attached hereto.

          "[______________] PMI Policy": The Master Primary Mortgage Insurance
Policy (No.[______________]) with respect to the [______________] PMI Mortgage
Loans and all endorsements thereto dated the Closing Date, issued by
[______________].

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

          "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the related Servicer under the applicable Servicing Agreement; and (c) on the
assumption that all other amounts, if any, due under such Mortgage Loan are paid
when due.

          "Moody's:" Moody's Investors Service, Inc. or any successor interest.

          "Mortgage": The mortgage, deed of trust or other instrument creating a
first lien on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.

          "Mortgage File": The Mortgage Loan Documents pertaining to a
particular Mortgage Loan.


                                      -19-

<PAGE>



          "Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee delivered to the applicable Custodian pursuant to Section 2.01 of this
Agreement and pursuant to the applicable Custodial Agreement, as held from time
to time as a part of the Trust Fund, the Mortgage Loans so held being identified
in the Mortgage Loan Schedule.

          "Mortgage Loan Documents": The documents evidencing or relating to
each Mortgage Loan delivered to the Custodian under the applicable Custodial
Agreement on behalf of the Trustee.

          "Mortgage Loan Purchase Agreement": Shall mean either the
[______________] MLPA, the [______________] MLPA, the [______________] MLPA or
the [______________] MLPA, as the case may be.

          "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I on such date, attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth the following information with respect to each
Mortgage Loan:

          (i) the Mortgage Loan identifying number;

          (ii) the Mortgagor's name;

          (iii) the street address of the Mortgaged Property including the state
          and zip code;

          (iv) a code indicating whether the Mortgaged Property is
          owner-occupied;

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

          (vi) the original months to maturity;

          (vii) the stated remaining months to maturity from the Cut-off Date
          based on the original amortization schedule;

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

          (ix) the Mortgage Rate in effect immediately following the Cut-off
          Date;

          (x) (A) the date on which the first Monthly Payment was due on the
          Mortgage Loan and, (B) if such date is not consistent with the Due
          Date currently in effect, such Due Date;

          (xi) the stated maturity date;

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



                                      -20-

<PAGE>



          (xiii) the amount of the Monthly Payment due on the first Due Date
          after the Cut-off Date;

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

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

          (xvi) the Scheduled Principal Balance of the Mortgage Loan as of the
          close of business on the Cut-off Date;

          (xvii) with respect to each Adjustable Rate Mortgage Loan, the
          Adjustment Dates;

          (xviii) with respect to each Adjustable Rate Mortgage Loan, the Gross
          Margin;

          (xix) a code indicating the purpose of the Mortgage Loan (I.E.,
          purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);

          (xx) with respect to each Adjustable Rate Mortgage Loan, the Maximum
          Mortgage Rate;

          (xxi) with respect to each Adjustable Rate Mortgage Loan, the Minimum
          Mortgage Rate;

          (xxii) the Mortgage Rate at origination;

          (xxiii) with respect to each Adjustable Rate Mortgage Loan, the
          Periodic Rate Cap and the maximum first Adjustment Date Mortgage Rate
          adjustment;

          (xxiv) a code indicating the documentation program (I.E., Full
          Documentation, Limited Documentation, Stated Income Documentation);

          (xxv) the Index;

          (xxvi) with respect to each Adjustable Rate Mortgage Loan, the first
          Adjustment Date immediately following the Cut-off Date;

          (xxvii) the risk grade;

          (xxviii) the Value of the Mortgaged Property;

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

          (xxx) the actual unpaid principal balance of the Mortgage Loan as of
          the Cut-off Date;


                                      -21-

<PAGE>




          (xxxi) if the related Mortgage Loan has a Prepayment Charge and if so,
          the type and term of the related Prepayment Charge;

          (xxxii) the rounding code (I.E., nearest 0.125%, next highest 0.125%);

          (xxxiii) whether such Mortgage Loan is a [______________] PMI Mortgage
          Loan; and

          (xxxiv) the [______________] Fee Rate.

          The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1)
the number of Mortgage Loans; (2) the current principal balance of the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and (4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule
shall be amended from time to time by the Depositor in accordance with the
provisions of this Agreement. With respect to any Qualified Substitute Mortgage
Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage
Loan, determined in accordance with the definition of Cut-off Date herein.

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

          "Mortgage Rate": With respect to each Mortgage Loan, the annual rate
at which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate with respect to
each Adjustable Rate Mortgage Loan (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to
the nearest 0.125% as provided in the Mortgage Note, of the Index, as most
recently available as of a date prior to the Adjustment Date as set forth in the
related Mortgage Note, plus the related Gross Margin; provided that the Mortgage
Rate on such Adjustable Rate Mortgage Loan on any Adjustment Date shall never be
more than the lesser of (i) the sum of the Mortgage Rate in effect immediately
prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and
(ii) the related Maximum Mortgage Rate, and shall never be less than the greater
of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less
the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

          "Mortgaged Property": The underlying property securing a Mortgage
Loan, including any REO Property, consisting of an Estate in Real Property
improved by a Residential Dwelling.

          "Mortgagor": The obligor on a Mortgage Note.



                                      -22-

<PAGE>



     "[______________] MLPA": Shall mean the Mortgage Loan Purchase Agreement
dated [______________], among the Seller, the Depositor and [______________].

     "Net Monthly Excess Cashflow": With respect to any Distribution Date, the
sum of (i) any Overcollateralization Reduction Amount for such Distribution Date
and (ii) the excess of (x) the Available Distribution Amount for such
Distribution Date over (y) the sum for such Distribution Date of (A) the
aggregate Senior Interest Distribution Amounts payable to the holders of the
Class A Certificates and the Class A-IO Certificates, (B) the Interest
Distribution Amounts payable to the holders of the Mezzanine Certificates and
(C) the Principal Remittance Amount.

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

     "Net WAC Pass-Through Rate": For any Distribution Date is a rate per annum
(adjusted for the actual number of days elapsed in the Interest Accrual Period)
equal to the weighted average of the Expense Adjusted Mortgage Rates on the then
outstanding Mortgage Loans, weighted based on their Scheduled Principal Balances
as of the first day of the calendar month preceding the month in which the
Distribution Date occurs minus the Class A-IO Pass-Through Rate for such
Distribution Date multiplied by a fraction, the numerator of which is the
Notional Amount with respect to the Class A-IO Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date. For federal income tax purposes,
however, the equivalent of the foregoing, expressed as a per annum rate (but not
less than zero) is equal to the weighted average of (v) the REMIC I Remittance
Rate with respect to REMIC I Regular Interest I-LTA and REMIC I Regular Interest
I-LTP for such Distribution Date and (w) the excess, if any, of (1) the REMIC I
Remittance Rate with respect to REMIC I Regular Interest I-LTB for such
Distribution Date over (2) the lesser of (A) the weighted average of the Expense
Adjusted Mortgage Rate of the Mortgage Loans and (B) (i) [_____]% per annum from
the 1st Distribution Date to and including the 10th Distribution Date, (ii)
[_____]% per annum from the 11th Distribution Date to and including the 20th
Distribution Date, (iii) [_____]% per annum from the 21st Distribution Date to
and including the 30th Distribution Date and (iv) [_____]% per annum for each
Distribution Date thereafter; weighted, in the case of clause (v), on the basis
of the aggregate Uncertificated Balances of REMIC I Regular Interest I-LTA and
REMIC I Regular Interest I-LTP and, in the case of clause (w), on the basis of
the Uncertificated Balance of REMIC I Regular Interest I-LTB.

     "Nonrecoverable P&I Advance": Any P&I Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Master Servicer, the Trustee (as successor Master
Servicer) or the applicable Servicer will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.

     "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the applicable Servicer, will not or, in the
case of a proposed Servicing Advance, would not be


                                      -23-

<PAGE>



ultimately recoverable from related late payments, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

     "Non-United States Person": Any Person other than a United States Person.

     "Notional Amount": With respect to the Class CE Certificates and any
Distribution Date, the Uncertificated Balance of the REMIC II Regular Interests
for such Distribution Date. With respect to the Class A-IO Certificates an
amount equal to the lesser of (A) (i) $[_________] for each Distribution Date
from and including the first Distribution Date to and including the 30th
Distribution Date and (ii) $[_________] for each Distribution Date thereafter
and (B) the aggregate Stated Principal Balance of the Mortgage Loans prior to
giving effect to the scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections or
principal received during the prior calendar month. For federal income tax
purposes, however, the Class A-IO Certificate will not have a notional amount
but instead will be entitled to 100% of the interest payable on REMIC II Regular
Interest II-LTIO.

     "[______________] Servicing Agreement": Shall mean the Interim Servicing
and Servicing Rights Purchase Agreement, dated as of [______________], among the
Seller, [______________] and [______________] (as modified pursuant to the
related Assignment Agreement).

     "Offered Certificates" shall mean the Class A Certificates, the Class A-IO
Certificates and the Mezzanine Certificates, collectively.

     "Officers' Certificate": A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President or a vice president (however
denominated), and by the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the applicable Servicer, the applicable
Originator, the Securities Administrator, the Master Servicer, the Seller or the
Depositor, as applicable.

     "One-Month LIBOR": With respect to the Class A Certificates, the Mezzanine
Certificates, REMIC II Regular Interest II-LTA, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3
and REMIC II Regular Interest II-LTM4 and any Interest Accrual Period therefor,
the rate determined by the Securities Administrator on the related Interest
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date; provided that if such rate does not
appear on Telerate Page 3750, the rate for such date will be determined on the
basis of the offered rates of the Reference Banks for one-month U.S. dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In
such event, the Securities Administrator will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If on
such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/16). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the



                                      -24-

<PAGE>



priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Securities Administrator shall
select an alternative comparable index (over which the Securities Administrator
has no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
The establishment of One-Month LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the One-Month LIBOR
Pass-Through Rates for the relevant Interest Accrual Period, shall, in the
absence of manifest error, be final and binding.

     "One-Month LIBOR Pass-Through Rate": With respect to the Class A
Certificates and, for purposes of the definition of "Marker Rate", REMIC II
Regular Interest II-LTA, a per annum rate equal to One-Month LIBOR plus the
related Certificate Margin.

     With respect to the Class M-1 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM1, a per annum rate
equal to One-Month LIBOR plus the related Certificate Margin.

     With respect to the Class M-2 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM2, a per annum rate
equal to One-Month LIBOR plus the related Certificate Margin.

     With respect to the Class M-3 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM3, a per annum rate
equal to One-Month LIBOR plus the related Certificate Margin.

     With respect to the Class M-4 Certificates and, for purposes of the
definition of "Marker Rate", REMIC II Regular Interest II-LTM4, a per annum rate
equal to One-Month LIBOR plus the related Certificate Margin.

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

     "Originator": Shall mean either [______________], [______________],
[______________], [______________] or [______________].

     "Overcollateralization Amount": With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties immediately following such Distribution Date over (b)
the sum of the aggregate Certificate Principal Balances of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates as of such
Distribution Date (after taking into account the payment of the Principal
Remittance Amount on such Distribution Date).



                                      -25-

<PAGE>



     "Overcollateralization Increase Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date is any
amount of Net Monthly Excess Cashflow actually applied as an accelerated payment
of principal to the extent the Required Overcollateralization Amount exceeds the
Overcollateralization Amount.

     "Overcollateralization Reduction Amount": With respect to any Distribution
Date, is the lesser of (i) the amount by which the Overcollateralization Amount
exceeds the Required Overcollateralization Amount and (ii) the Principal
Remittance Amount.

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

     "P&I Advance": As to any Mortgage Loan or REO Property, any advance made by
the or the applicable Servicer in respect of any Distribution Date pursuant to
the related Servicing Agreement or by the Master Servicer or the Trustee (as
successor Master Servicer) pursuant to Section 4.03 (which advances shall not
include interest shortfalls due to bankruptcy proceedings or application of the
Relief Act.)

     "Pass-Through Rate": With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, a rate per annum equal to the
lesser of (i) the related One-Month LIBOR Pass-Through Rate for such
Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution
Date.

     With respect to the Class CE Certificates and any Distribution Date, a rate
per annum equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amounts calculated pursuant to clauses (i) through
(viii) below, and the denominator of which is the aggregate Uncertificated
Balances of the REMIC II Regular Interests. For purposes of calculating the
Pass-Through Rate for the Class CE Certificates, the numerator is equal to the
sum of the following components:

     (i) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTAA
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTAA;

     (ii) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTA
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTA;

     (iii) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTM1
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM1;

     (iv) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTM2
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM2;


                                      -26-

<PAGE>




     (v) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTM3
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM3;

     (vi) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTM4
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM4;

     (vii) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTZZ; and

     (viii) 100% of the interest on REMIC II Regular Interest II-LTP.

     "Percentage Interest": With respect to any Class of Certificates (other
than the Residual Certificates), the undivided percentage ownership in such
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the initial Certificate Principal Balance represented by such
Certificate and the denominator of which is the aggregate initial Certificate
Principal Balance or Notional of all of the Certificates of such Class. The
Class A Certificates and the Mezzanine Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $[_________] and integral multiples of $[_________] in excess
thereof. The Class A-IO Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Notional Amounts of $[_________] and
integral multiples of $1.00 in excess thereof. The Class P Certificates are
issuable only in Percentage Interests corresponding to initial Certificate
Principal Balances of $[_________] and integral multiples thereof. The Class CE
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $[_________] and integral
multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance of such Class or to an otherwise authorized denomination for
such Class plus such remainder. With respect to any Residual Certificate, the
undivided percentage ownership in such Class evidenced by such Certificate, as
set forth on the face of such Certificate. The Residual Certificates are
issuable in Percentage Interests of [_____]% and integral multiples of [_____]%
in excess thereof.

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

     "Permitted Investments": Any one or more of the following obligations or
securities acquired at a purchase price of not greater than par, regardless of
whether issued by the Depositor, the Master Servicer, the Trustee or any of
their respective Affiliates:


                                      -27-

<PAGE>



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

          (ii) demand and time deposits in, certificates of deposit of, or
bankers' acceptances issued by, any Depository Institution;

          (iii) repurchase obligations with respect to any security described in
clause (i) above entered into with a Depository Institution (acting as
principal);

          (iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of America
or any state thereof and that are rated by each Rating Agency that rates such
securities in its highest long-term unsecured rating categories at the time of
such investment or contractual commitment providing for such investment;

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

          (vi) units of money market funds that have been rated "AAA" by S&P and
"Aaa" by Moody's (or, if such Rating Agencies are no longer rating the Offered
Certificates, comparable ratings by any other nationally recognized statistical
rating agency then rating the Offered Certificates) including any such money
market fund managed or advised by the Master Servicer, the Trustee or any of
their Affiliates; and

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

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

     "Permitted Transferee": Any Transferee of a Residual Certificate other than
a Disqualified Organization or Non-United States Person.

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

     "[______________] MLPA": Shall mean the Mortgage Loan Purchase Agreement
dated [______________], among the Seller, the Depositor and [______________].


                                      -28-

<PAGE>



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

     "Prepayment Assumption": A prepayment rate for the Mortgage Loans of
[_____]% CPR. The Prepayment Assumption is used solely for determining the
accrual of original issue discount on the Certificates for federal income tax
purposes. A CPR (or Constant Prepayment Rate) represents an annualized constant
assumed rate of prepayment each month of a pool of mortgage loans relative to
its outstanding principal balance for the life of such pool.

     "Prepayment Charge": With respect to any Principal Prepayment, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note, as set forth in Schedule 2 attached hereto.

     "Prepayment Interest Shortfall": With respect to any Distribution Date, for
each Mortgage Loan that was during the related Prepayment Period the subject of
a Principal Prepayment that was applied by the applicable Servicer to reduce the
outstanding principal balance of such Mortgage Loan on a date preceding the Due
Date in the succeeding Prepayment Period, an amount equal to interest at the
applicable Net Mortgage Rate on the amount of such Principal Prepayment for the
number of days commencing on the date on which the prepayment is applied and
ending on the last day of the related Prepayment Period.

     "Prepayment Period": With respect to any Distribution Date, the calendar
month preceding the calendar month in which such Distribution Date occurs.

     "Principal Distribution Amount": With respect to any Distribution Date will
be the lesser of: (A) the excess of the Available Distribution Amount over the
sum of (i) the Senior Interest Distribution Amount for the Class A Certificates
and Class A-IO Certificates and (ii) the Interest Distribution Amount for the
Mezzanine Certificates; and (B) the sum of: (i) the Principal Remittance Amount;
plus (ii)the Overcollateralization Increase Amount for such Distribution Date;
minus (iii) the Overcollateralization Reduction Amount for such Distribution
Date.

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

     "Principal Remittance Amount": With respect to any Distribution Date is the
sum of (i) the principal portion of all scheduled Monthly Payments on the
Mortgage Loans actually received or advanced on or prior to the related
Determination Date; (ii) the principal portion of all proceeds received in
respect of the repurchase of a Mortgage Loan, or, in the case of a substitution,
amounts representing a principal adjustment, during the related Prepayment
Period as required by Section 2.03 hereof; (iii) the principal portion of all
other unscheduled collections, including insurance proceeds, liquidation
proceeds and all full and partial principal prepayments, received during the


                                      -29-

<PAGE>



related Prepayment Period to the extent applied as recoveries of principal on
the Mortgage Loans, net in each case of reimbursements to the Trustee, the
Custodian, the Securities Administrator, the Master Servicer and the applicable
Servicer and (iv) the principal portion of any Realized Losses incurred or
deemed to have been incurred on any Mortgage Loans in the calendar month
preceding the Distribution Date.

     "Protected Account": An account established and maintained for the benefit
of the Certificateholders by each Servicer with respect to the related Mortgage
Loans and with respect to REO Property pursuant to the applicable Servicing
Agreement.

     "Purchase Price": With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03 or Section 9.01, and as
confirmed by an Officers' Certificate from the Master Servicer to the Trustee,
an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof
as of the date of purchase (or such other price as provided in Section 9.01),
(ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or a P&I Advance by the applicable Servicer or the Master Servicer,
which payment or P&I Advance had as of the date of purchase been distributed
pursuant to Section 4.01, through the end of the calendar month in which the
purchase is to be effected and (y) an REO Property, the sum of (1) accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or a P&I Advance by the applicable Servicer or the
Master Servicer through the end of the calendar month immediately preceding the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest in accordance with the applicable Servicing Agreement, (iii) any
unreimbursed Servicing Advances and P&I Advances (including Nonrecoverable P&I
Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees or
Master Servicing Fees allocable to such Mortgage Loan or REO Property and (iv)
in the case of a Mortgage Loan required to be purchased pursuant to Section
2.03, expenses reasonably incurred or to be incurred by the Master Servicer or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation.

     "Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage
Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v)
have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted


                                      -30-

<PAGE>



Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Mortgage Loan, (viii) have the
same Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading at least equal to the risk grading assigned on the Deleted Mortgage
Loan, (xi) is a "qualified mortgage" as defined in the REMIC Provisions and
(xii) conform to each representation and warranty set forth in Section 6 of the
applicable Mortgage Loan Purchase Agreement or Section 4 of the applicable
Assignment Agreement applicable to the Deleted Mortgage Loan. In the event that
one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances, the Mortgage Rates described in clause
(ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
the terms described in clause (vii) hereof shall be determined on the basis of
weighted average remaining term to maturity, the Loan-to-Value Ratios described
in clause (ix) hereof shall be satisfied as to each such mortgage loan, the risk
gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (xii) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as
the case may be.

     "Rate/Term Refinancing": A Refinanced Mortgage Loan, the proceeds of which
are not more than a nominal amount in excess of the existing first mortgage loan
and any subordinate mortgage loan on the related Mortgaged Property and related
closing costs, and were used exclusively (except for such nominal amount) to
satisfy the then existing first mortgage loan and any subordinate mortgage loan
of the Mortgagor on the related Mortgaged Property and to pay related closing
costs.

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

     "Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, minus (v) the proceeds, if
any, received in respect of such Mortgage Loan during the calendar month in
which such Final Recovery Determination was made, net of amounts that are
payable therefrom to the Servicer with respect to such Mortgage Loan pursuant to
Section 3.26(a).

     With respect to any REO Property as to which a Final Recovery Determination
has been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date as
to which interest was last paid by the Mortgagor in respect of the


                                      -31-

<PAGE>



related Mortgage Loan through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, calculated
in the case of each calendar month during such period (A) at an annual rate
equal to the annual rate at which interest was then accruing on the related
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of the related Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, plus (iii) REO Imputed Interest
for such REO Property for each calendar month commencing with the calendar month
in which such REO Property was acquired and ending with the calendar month in
which such Final Recovery Determination was made, minus (iv) the aggregate of
all unreimbursed P&I Advances and Servicing Advances.

     With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

     With respect to each Mortgage Loan which has become the subject of a Debt
Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.

     "Record Date": With respect to each Distribution Date and the Class A
Certificates and the Mezzanine Certificates, the Business Day immediately
preceding such Distribution Date for so long as such Certificates are Book-Entry
Certificates. With respect to each Distribution Date and any other Class of
Certificates, including any Definitive Certificates, the last Business Day of
the month immediately preceding the month in which such Distribution Date
occurs.

     "Reference Banks": Bankers Trust Company, Barclay's Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Securities
Administrator which are engaged in transactions in Eurodollar deposits in the
International Eurocurrency market (i) with an established place of business in
London, (ii) not controlling, under the control of or under common control with
the Depositor or any Affiliate thereof and (iii) which have been designated as
such by the Securities Administrator.

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

     "Regular Certificate": Any Class A Certificate, Class A-IO Certificate,
Mezzanine Certificate, Class CE Certificate or Class P Certificate.

     "Regular Interest": A "regular interest" in a REMIC within the meaning of
Section 860G(a)(1) of the Code.

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



                                      -32-

<PAGE>



     "Relief Act Interest Shortfall": With respect to any Distribution Date and
any Mortgage Loan, any reduction in the amount of interest collectible on such
Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.

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

     "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and
Prepayment Charges as from time to time are subject to this Agreement, together
with the Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof; (ii) any REO Property, together with all
collections thereon and proceeds thereof; (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreements and the
Assignment Agreements (including any security interest created thereby); (v) the
Master Servicer Collection Account and the Distribution Account, and such assets
that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto.
Notwithstanding the foregoing, however, REMIC I specifically excludes (i) all
payments and other collections of principal and interest due on the Mortgage
Loans on or before the Cut-off Date and all Prepayment Charges payable in
connection with Principal Prepayments made before the Cut-off Date and (ii) the
Reserve Fund and any amounts on deposit therein from time to time and any
proceeds thereof.

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

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

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



                                      -33-

<PAGE>



     "REMIC I Regular Interest I-LTP": One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTP shall be entitled to
the Prepayment Charges collected by the applicable Servicer, shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to a distribution of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC I Remittance Rate": With respect to each REMIC I Regular Interest
and any Distribution Date, a per annum rate equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans.

     "REMIC II": The segregated pool of assets consisting of all of the REMIC I
Regular Interests conveyed in trust to the Trustee, for the benefit of REMIC
III, as holder of the REMIC III Regular Interests, and the Class R-III
Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

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

     "REMIC II Overcollateralization Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Balances of the REMIC II
Regular Interests minus (ii) the aggregate of the Uncertificated Balances of
REMIC II Regular Interest II-LTA, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4 and REMIC Regular Interest II-LTP, in each case as of such date
of determination.

     "REMIC II Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of REMIC II Regular Interest II-LTA,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3 and REMIC II Regular Interest II-LTM4 and the
denominator of which is the aggregate of the Uncertificated Balances of REMIC II
Regular Interest II-LTA, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4 and REMIC II Regular Interest II-LTZZ.

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


                                      -34-

<PAGE>



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

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

     "REMIC II Regular Interest II-LTM1": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTM1 shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC II Regular Interest II-LTM2": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTM2 shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC II Regular Interest II-LTM3": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTM3 shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC II Regular Interest II-LTM4": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTM4 shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC II Regular Interest II-LTZZ": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTZZ shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and


                                      -35-

<PAGE>



conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto.

     "REMIC II Regular Interest II-LTIO": One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II Regular Interest II-LTIO shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall not be entitled to distributions of principal.

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

     "REMIC II Remittance Rate": With respect to the REMIC II Regular Interests
(other than REMIC II Regular Interest II-LTIO), a per annum rate equal to the
Net WAC Pass-Through Rate. With respect to REMIC II Regular Interest II-LTIO, a
per annum rate equal to the lesser of (a) the weighted average of the Expense
Adjusted Mortgage Rate of the Mortgage Loans and (b) (i) [_____]% per annum from
the 1st Distribution Date to and including the 10th Distribution Date, (ii)
[_____]% per annum from the 11th Distribution Date to and including the 20th
Distribution Date, (iii) [_____]% per annum from the 21st Distribution Date to
and including the 30th Distribution Date and (iv) [_____]% per annum for each
Distribution Date thereafter.

     "REMIC II Required Overcollateralization Amount": 1% of the Required
Overcollateralization Amount.

     "REMIC III": The segregated pool of assets consisting of all of the REMIC
II Regular Interests conveyed in trust to the Trustee, for the benefit of the
REMIC III Certificateholders pursuant to Section 2.09, and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.

     "REMIC III Certificate": Any Regular Certificate or Class R-III
Certificate.

     "REMIC III Certificateholder": The Holder of any REMIC III Certificate.

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

     "Remittance Report": A report by the Securities Administrator pursuant to
Section 4.02.

     "Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code as being included in
the term "rents from real property."


                                      -36-

<PAGE>



     "REO Disposition": The sale or other disposition of an REO Property on
behalf of REMIC I.

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

     "REO Principal Amortization": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether in the form
of rental income, sale proceeds (including, without limitation, that portion of
the Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 9.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable in
respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Servicer for unpaid Servicing Fees in
respect of the related Mortgage Loan and unreimbursed Servicing Advances and P&I
Advances in respect of such REO Property or the related Mortgage Loan, over (b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.

     "REO Property": A Mortgaged Property acquired by a Servicer on behalf of
REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in the
applicable Servicing Agreement.

     "Required Overcollateralization Amount": With respect to any Distribution
Date (i) prior to the Stepdown Date, $[_________], (ii) on or after the Stepdown
Date provided a Trigger Event is not in effect, the greater of (x) [_____]% of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (y) $[_________], and (iii) on or after the
Stepdown Date and a Trigger Event is in effect, the Required
Overcollateralization Amount for the immediately preceding Distribution Date.

     "Reserve Fund": A fund created pursuant to Section 3.27 of this Agreement
which shall be an asset of the Trust Fund but which shall not be an asset of any
Trust REMIC.

     "Reserve Interest Rate": With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of 1/16%) of the one-month U.S. dollar lending rates which New York City banks
selected by the Securities Administrator are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Securities Administrator
can determine no such arithmetic mean, the lowest one-month U.S. dollar lending
rate which New York City banks selected by the Securities Administrator are
quoting on such Interest Determination Date to leading European banks.

     "Residential Dwelling": Any one of the following: (i) an attached, detached
or semi-detached one-family dwelling, (ii) an attached, detached or
semi-detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a Fannie Mae eligible condominium project, or (iv) an attached,


                                      -37-

<PAGE>



detached or semi-detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or manufactured home (as defined in 42
United States Code, Section 5402(6)).

     "Residual Certificate": Any one of the Class R-I Certificates, Class R-II
Certificates or the Class R-III Certificates.

     "Residual Interest": The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.

     "Responsible Officer": When used with respect to the Trustee, the Chairman
or Vice Chairman of the Board of Directors (however denominated), the Chairman
or Vice Chairman of any Committee of the Board of Directors, the President, the
Chairman of any Committee on trust matters, any vice president, any assistant
vice president, the Secretary, any assistant secretary, the Treasurer, any
assistant treasurer, the Cashier, any assistant cashier, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and in each case having direct
responsibility for the administration of this Agreement and, with respect to a
particular matter, to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

     "S&P": Standard and Poor's, a division of the McGraw-Hill Companies, Inc.

     "[______________] Servicing Agreement": Shall mean the Interim Servicing
Agreement, dated as of [______________], between the Seller and [______________]
(as modified pursuant to the related Assignment Agreement).

     "Scheduled Principal Balance": With respect to any Mortgage Loan: (a) as of
the Cut-off Date, the outstanding principal balance of such Mortgage Loan as of
such date, net of the principal portion of all unpaid Monthly Payments, if any,
due on or before such date; (b) as of any Due Date subsequent to the Cut-off
Date up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled
Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of
(i) the principal portion of each Monthly Payment due on or before such Due Date
but subsequent to the Cut-off Date, whether or not received, (ii) all Principal
Prepayments received before such Due Date but after the Cut-off Date, (iii) the
principal portion of all Liquidation Proceeds and Insurance Proceeds received
before such Due Date but after the Cut-off Date, net of any portion thereof that
represents principal due (without regard to any acceleration of payments under
the related Mortgage and Mortgage Note) on a Due Date occurring on or before the
date on which such proceeds were received and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation occurring before such
Due Date, but only to the extent such Realized Loss represents a reduction in
the portion of principal of such Mortgage Loan not yet due (without regard to
any acceleration of payments under the related Mortgage and Mortgage Note) as of
the date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With respect to any REO Property: (a) as of any Due Date subsequent to the date
of its acquisition on behalf of the Trust Fund up to and including the Due Date
in the calendar month in which a Liquidation Event occurs with respect to such
REO Property, an amount (not less than zero) equal


                                      -38-

<PAGE>



to the Scheduled Principal Balance of the related Mortgage Loan as of the Due
Date in the calendar month in which such REO Property was acquired, minus the
aggregate amount of REO Principal Amortization, if any, in respect of such REO
Property for all previously ended calendar months; and (b) as of any Due Date
subsequent to the occurrence of a Liquidation Event with respect to such REO
Property, zero.

     "Securities Administrator": As of the Closing Date, [______________] and
thereafter, its respective successors in interest who meet the qualifications of
this Agreement. The Securities Administrator and the Master Servicer shall at
all times be the same Person.

     "Seller": [______________] or its successor in interest, in its capacity as
seller under the Mortgage Loan Purchase Agreements and in its capacity as
assignor under the Assignment Agreements.

     "Senior Interest Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (i) the Interest Distribution Amount for
such Distribution Date for the Class A Certificates and the Class A-IO
Certificates and (ii) the Interest Carry Forward Amount, if any, for such
Distribution Date for the Class A Certificates and the Class A-IO Certificates.

     "Servicer": Either [______________] or [______________], as applicable, or
any successor appointed under the applicable Servicing Agreement.

     "Servicer Remittance Date": With respect to each Distribution Date shall
mean (i) with respect to [______________], the 22nd day of the calendar month in
which such Distribution Date occurs or, if such 22nd day is not a Business Day,
the Business Day immediately preceding such 22nd day and (ii) with respect to
[______________], the 18th day of the calendar month in which such Distribution
Date occurs or, if such 18th day is not a Business Day, the Business Day
immediately following such 18th day.

     "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the applicable Servicer in connection with a default, delinquency or
other unanticipated event by the applicable Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan and (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property. Neither Servicer
shall be required to make any Servicing Advance in respect of a Mortgage Loan or
REO Property that, in the good faith business judgment of such Servicer, would
not be ultimately recoverable from related Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.

     "Servicing Agreement:" Shall mean either the [______________] Servicing
Agreement or the [______________] Servicing Agreement.

     "Servicing Fee": With respect to each Mortgage Loan and for any calendar
month, an amount equal to one twelfth of the product of the Servicing Fee Rate
multiplied by the Scheduled Principal


                                      -39-

<PAGE>



Balance of the Mortgage Loans as of the Due Date in the preceding calendar
month. The Servicing Fee is payable solely from collections of interest on the
Mortgage Loans.

     "Servicing Fee Rate": [_____]% per annum.

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

     "Single Certificate": With respect to any Class of Certificates (other than
the Residual Certificates), a hypothetical Certificate of such Class evidencing
a Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance of $[_________]. With respect to the Residual Certificates, a
hypothetical Certificate of such Class evidencing a 100% Percentage Interest in
such Class.

     "Startup Day": With respect to each Trust REMIC, the day designated as such
pursuant to Section 10.01(b) hereof.

     "Stated Principal Balance": With respect to any Mortgage Loan: (a) as of
any date of determination up to but not including the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced by
the applicable Servicer, the Master Servicer or the Trustee (as successor Master
Servicer) and distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by
the applicable Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to Section 4.01
on or before such date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or prior
to the Prepayment Period for the most recent Distribution Date coinciding with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds, if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the applicable Servicer, the Master
Servicer or the Trustee (as successor Master Servicer) and distributed pursuant
to Section 4.01 on or before such date of determination, and (ii) the aggregate
amount of REO Principal Amortization in respect of such REO Property for all
previously ended calendar


                                      -40-

<PAGE>



months, to the extent distributed pursuant to Section 4.01 on or before such
date of determination; and (b) as of any date of determination coinciding with
or subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

     "Stayed Funds": If the Master Servicer is the subject of a proceeding under
the federal Bankruptcy Code and the making of a Remittance (as defined in
Section 7.02(b)) is prohibited by Section 362 of the federal Bankruptcy Code,
funds that are in the custody of the Master Servicer, a trustee in bankruptcy or
a federal bankruptcy court and should have been the subject of such Remittance
absent such prohibition.

     "Stepdown Date": The earlier to occur of (i) the later to occur of (a) the
Distribution Date occurring in [______________] and (b) the first Distribution
Date on which the Credit Enhancement Percentage (calculated for this purpose
only after taking into account distributions of principal on the Mortgage Loans
but prior to any distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date) is equal to or greater than [_____]% and (ii) the first Distribution Date
on which the aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero.

     "Substitution Shortfall Amount": As defined in Section 2.03(f).

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

     "Telerate Page 3750": The display designated as page "3750" on the Dow
Jones Telerate Capital Markets Report (or such other page as may replace page
3750 on that report for the purpose of displaying London interbank offered rates
of major banks).

     "Termination Price": As defined in Section 9.01.

     "Terminator": As defined in Section 9.01.

     "[______________] MLPA": Shall mean the Mortgage Loan Purchase Agreement
dated [______________], among the Seller, the Depositor and [______________].

     "Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.

     "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.



                                      -41-

<PAGE>



     "Transferor": Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.

     "Trigger Event": A Trigger Event has occurred with respect to a
Distribution Date if either (x) the Delinquency Percentage exceeds [_____]% of
the Credit Enhancement Percentage or (y) the aggregate amount of Realized Losses
incurred since the Cut-off Date through the last day of the related Due Period
divided by the aggregate principal balance of the Mortgage Loans as of the
Cut-off exceeds the applicable percentages set forth below with respect to such
Distribution Date:

     DISTRIBUTION DATE               PERCENTAGE
     [_______] to [_______]          [_____]%
     [_______] to [_______]          [_____]%
     [_______] to [_______]          [_____]%
     [_______] to [_______]          [_____]%

     "Trust": Nomura Asset Acceptance Corp., [_____], Series [_______], the
trust created hereunder.

     "Trust REMIC": REMIC I, REMIC II or REMIC III.

     "Trustee": [______________], a national banking association, or its
successor in interest, or any successor trustee appointed as herein provided.

     "Trust Fund": Collectively, all of the assets of REMIC I, REMIC II, REMIC
III and the Reserve Fund, and any amounts on deposit therein and any proceeds
thereof.

     "Uncertificated Balance": The amount of the Uncertificated REMIC Regular
Interests outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each Uncertificated REMIC Regular Interest shall
equal the amount set forth in the Preliminary Statement hereto as its initial
uncertificated balance. On each Distribution Date, the Uncertificated Balance of
the Uncertificated REMIC Regular Interest shall be reduced by all distributions
of principal made on such Uncertificated REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04 and the Uncertificated Balance of REMIC II
Regular Interest II-LTZZ shall be increased by interest deferrals as provided in
Section 4.01(a)(1)(A)(i). The Uncertificated Balance of each Uncertificated
REMIC Regular Interest shall never be less than zero.

     "Uncertificated Interest": With respect to any REMIC II Regular Interest
for any Distribution Date, one month's interest at the REMIC II Remittance Rate
applicable to such REMIC II Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance or Uncertificated Notional Amount, as applicable,
thereof immediately prior to such Distribution Date. Uncertificated Interest in
respect of the REMIC II Regular Interests shall accrue on the basis of a 360-day
year consisting of twelve 30-day months. Uncertificated Interest with respect to
each Distribution Date, as to any Uncertificated REMIC Regular Interest, shall
be reduced by an amount equal to the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not covered


                                      -42-

<PAGE>



by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act Interest Shortfall, if any allocated, in each case, to such REMIC I Regular
Interest or REMIC II Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any
Uncertificated REMIC Regular Interest, shall be reduced by Realized Losses, if
any, allocated to such Uncertificated REMIC Regular Interest pursuant to Section
1.02 and Section 4.04.

     "Uncertificated Notional Amount:" With respect to REMIC II Regular Interest
II-LTIO, an amount equal to the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTB.

     "Uncertificated REMIC Regular Interest": A REMIC I Regular Interest or a
REMIC II Regular Interest.

     "Uninsured Cause": Any cause of damage to a Mortgaged Property such that
the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.09.

     "United States Person": A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in regulations) provided that, for
purposes solely of the restrictions on the transfer of any Class R Certificate,
no partnership or other entity treated as a partnership for United States
federal income tax purposes shall be treated as a United States Person unless
all persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are required to be United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter I of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

     "Unpaid Basis Risk Shortfall": With respect to the Class A Certificates and
the Mezzanine Certificates and any Distribution Date, an amount equal to (i) the
Basis Risk Shortfall for the previous Distribution Date, plus (ii) the unpaid
Basis Risk Shortfall for the previous Distribution Date, to the extent not paid
on the previous Distribution Date, plus (iii) interest accrued on the unpaid
amount for the most recently ended Interest Accrual Period at the applicable
Pass-Through Rate.

     "[______________] Custodial Agreement": Shall mean the Custodial Agreement
dated as of [______________], among the Trustee, [______________] and
[______________] as the same may be amended or supplemented from time to time.



                                      -43-

<PAGE>



     "Value": With respect to any Mortgaged Property, the lesser of (i) the
lesser of (a) the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan
by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac
and (b) the value thereof as determined by a review appraisal conducted by the
originator of the Mortgage Loan in accordance with such originator's
underwriting guidelines, and (ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;
provided, however, (A) in the case of a Refinanced Mortgage Loan, such value of
the Mortgaged Property is based solely upon the lesser of (1) the value
determined by an appraisal made for the originator of the Mortgage Loan of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
Mac and (2) the value thereof as determined by a review appraisal conducted by
the originator of the Mortgage Loan in accordance with such originator's
underwriting guidelines, and (B) in the case of a Mortgage Loan originated in
connection with a "lease-option purchase," such value of the Mortgaged Property
is based on the lower of the value determined by an appraisal made for the
originator of such Mortgage Loan at the time of origination or the sale price of
such Mortgaged Property if the "lease option purchase price" was set less than
12 months prior to origination, and is based on the value determined by an
appraisal made for the originator of such Mortgage Loan at the time of
origination if the "lease option purchase price" was set 12 months or more prior
to origination.

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any such Certificate. With respect to any
date of determination, 97% of all Voting Rights will be allocated among the
holders of the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the holders of the Class A-IO Certificates in proportion to the
then outstanding Notional Amount of their Certificates, 1% of all Voting Rights
will be allocated to the holders of the Class P Certificates and 1/3 of 1% of
all Voting Rights will be allocated among the holders of each Class of Residual
Certificates. The Voting Rights allocated to each Class of Certificate shall be
allocated among Holders of each such Class in accordance with their respective
Percentage Interests as of the most recent Record Date.

     "[______________] Custodial Agreement": Shall mean the Custodial Agreement
dated as of [______________], among the Trustee, [______________], as Custodian,
and [______________], as such agreement may be amended or supplement from time
to time.

     SECTION 1.02. Allocation of Certain Interest Shortfalls.

     For purposes of calculating the amount of Accrued Certificate Interest and
the amount of the Interest Distribution Amount for the Class A Certificates, the
Mezzanine Certificates, the Class A-IO Certificates and the Class CE
Certificates for any Distribution Date, (1) the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
applicable Servicer under the related Servicing Agreement or by the Master
Servicer pursuant to Section 3.20 and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, to the Class CE Certificates based on, and to the extent of,
one month's interest at the then applicable respective Pass-Through Rate on the
Notional Amount thereof and, thereafter, among the Class M-4 Certificates, Class
M-3 Certificates, the Class M-2 Certificates, the


                                      -44-

<PAGE>



Class M-1 Certificates and the Class A Certificates, in that order, in each case
on a PRO RATA basis based on, and to the extent of, one month's interest at the
then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance or Notional Amount, as applicable of each such Certificate and
(2) the aggregate amount of any Realized Losses allocated to the Mezzanine
Certificates and Basis Risk Shortfall amounts paid to the Class A Certificates
and the Mezzanine Certificates incurred for any Distribution Date shall be
allocated to the Class CE Certificates on a PRO RATA basis based on, and to the
extent of, one month's interest at the then applicable respective Pass-Through
Rate on the respective Notional Amount thereof.

     For purposes of calculating the amount of Uncertificated Interest for the
REMIC I Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
applicable Servicer pursuant to the related Servicing Agreement or the Master
Servicer pursuant to Section 3.20) and any Relief Act Interest Shortfalls
incurred shall be allocated to Uncertificated Interest payable to REMIC I
Regular Interest I-LTA, based on, and to the extent of, one month's interest at
the then applicable REMIC I Remittance Rate on the Uncertificated Balance of
REMIC I Regular Interest I-LTA.

     For purposes of calculating the amount of Uncertificated Interest for the
REMIC II Regular Interests for any Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by payments by the
applicable Servicer pursuant to the related Servicing Agreement or the Master
Servicer pursuant to Section 3.20) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Interest payable to REMIC II Regular Interest
II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to
the REMIC II Interest Loss Allocation Amount, [______]% and [______]%,
respectively, and thereafter among REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTA, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest LT-IO and REMIC II Regular Interest II-LTZZ,
PRO RATA based on, and to the extent of, one month's interest at the then
applicable respective REMIC I Remittance Rate on the respective Uncertificated
Balance of each such REMIC II Regular Interest.


                                      -45-

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

     SECTION 2.01. Conveyance of the Mortgage Loans.

     The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf
of the Trust, without recourse, for the benefit of the Certificateholders, all
the right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreements and the Assignment Agreements (including,
without limitation the right to enforce the obligations of the other parties
thereto thereunder) , and all other assets included or to be included in REMIC
I. Such assignment includes all interest and principal received by the Depositor
or the applicable Servicer on or with respect to the Mortgage Loans (other than
payments of principal and interest due on such Mortgage Loans on or before the
Cut-off Date). The Depositor herewith delivers to the Trustee executed copies of
the Mortgage Loan Purchase Agreements, the Servicing Agreements and Assignment
Agreements and the [______________] PMI Policy.

     In connection with such transfer and assignment, the Depositor does hereby
deliver to, and deposit with the applicable Custodian pursuant to the related
Custodial Agreement the documents with respect to each Mortgage Loan as
described under Section 2 of the [______________] Custodial Agreement and the
[______________] Custodial Agreement (the "Mortgage Loan Documents"). In
connection with such delivery and as further described in the [______________]
Custodial Agreement and the [______________] Custodial Agreement, the applicable
Custodian will be required to review such Mortgage Loan Documents and deliver to
the Trustee, the Depositor, the Master Servicer and the Seller certifications
(in the forms attached to the Custodial Agreements) with respect to such review
with exceptions noted thereon. In addition, the Depositor under the
[______________] Custodial Agreement and the Depositor and [______________]
under the [______________] Custodial Agreement will have to cure certain defects
with respect to the Mortgage Loan Documents for the related Mortgage Loans after
the delivery thereof by the Depositor to the applicable Custodian as more
particularly set forth therein.

     SECTION 2.02. Acceptance of REMIC I by Trustee.

     The Trustee acknowledges receipt, subject to the provisions of Section 2.01
hereof and Section 2 of the [______________] Custodial Agreement and the
[______________] Custodial Agreement, of the Mortgage Loan Documents and all
other assets included in the definition of "REMIC I" under clauses (i), (iii),
(iv) and (v) (to the extent of amounts deposited into the Distribution Account)
and declares that it holds (or the applicable Custodian on its behalf holds) and
will hold such documents and the other documents delivered to it constituting a
Mortgage Loan Document, and that it holds (or the applicable Custodian on its
behalf holds) or will hold all such assets and such other assets included in the
definition of "REMIC I" in trust for the exclusive use and benefit of all
present and future Certificateholders.



                                      -46-

<PAGE>



     SECTION 2.03. Repurchase or Substitution of Mortgage Loans.

     (a) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Trustee
shall promptly notify the Seller and the Master Servicer of such defect or
missing document and request that the Seller deliver such missing document or
cure such defect within 60 days from the date the Seller was notified of such
missing document or defect, and if the Seller does not deliver such missing
document or cure such defect in all material respects during such period, the
Trustee shall enforce the obligations of the Seller under the related Mortgage
Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the
Purchase Price within 90 days after the date on which the Seller was notified of
such missing document or defect, if and to the extent that the Seller is
obligated to do so under the related Mortgage Loan Purchase Agreement. It is
understood and agreed that no such notice is required to be delivered by the
Trustee if a certification has been delivered pursuant to the related Custodial
Agreement. The Purchase Price for the repurchased Mortgage Loan shall be
deposited in the Master Servicer Collection Account and the Trustee, upon
receipt of written certification from the Master Servicer of such deposit, shall
release or cause the applicable Custodian to release to the Seller the related
Mortgage File and the Trustee shall execute and deliver or cause the applicable
Custodian to execute and deliver such instruments of transfer or assignment, in
each case without recourse, as the Seller shall furnish to it and as shall be
necessary to vest in the Seller any Mortgage Loan released pursuant hereto, and
the Trustee shall not have any further responsibility with regard to such
Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above,
if so provided in the related Mortgage Loan Purchase Agreement, the Seller may
cause such Mortgage Loan to be removed from REMIC I (in which case it shall
become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in the manner and subject to the limitations set forth in Section
2.03(f). It is understood and agreed that the obligation of the Seller to cure
or to repurchase (or to substitute for) any Mortgage Loan as to which a document
is missing, a material defect in a constituent document exists or as to which
such a breach has occurred and is continuing shall constitute the sole remedy
respecting such omission, defect or breach available to the Trustee and the
Certificateholders.

     (b) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File or of the
breach by [______________] of any representation, warranty or covenant under the
[______________] MLPA in respect of any Mortgage Loan subject to such agreement
that materially and adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trustee shall promptly notify
[______________], the Seller and the Master Servicer of such defect, missing
document or breach and request that [______________] deliver such missing
document or cure such defect or breach within 60 days from the date
[______________] was notified of such missing document, defect or breach, and if
[______________] does not deliver such missing document or cure such defect or
breach in all material respects during such period, the Trustee shall enforce
the obligations of [______________] under the [______________] MLPA to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days
after the date on which [______________] was notified (subject to Section
2.03(h)) of such missing document, defect or breach, if and to the extent that
[______________] is obligated to do so under the [______________] MLPA. The
Purchase Price for the repurchased Mortgage Loan shall be deposited in the
Master Servicer Collection Account and the Trustee, upon receipt of written
certification from the Master Servicer of such


                                      -47-

<PAGE>



deposit, shall release or cause the applicable Custodian to release to
[______________] the related Mortgage File and the Trustee shall execute and
deliver or cause the applicable Custodian to execute and deliver such
instruments of transfer or assignment, in each case without recourse, as
[______________] shall furnish to it and as shall be necessary to vest in
[______________] any Mortgage Loan released pursuant hereto, and the Trustee
shall not have any further responsibility with regard to such Mortgage File. In
lieu of repurchasing any such Mortgage Loan as provided above, if so provided in
the [______________] MLPA, [______________] may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(f). It is understood and
agreed that the obligation of [______________] to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing and the obligation to provide indemnification as set
forth in Section 12 of the [______________] MLPA shall constitute the sole
remedy respecting such omission, defect or breach available to the Trustee and
the Certificateholders.

     In addition, promptly upon the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of the breach of the representation
or covenant of [______________] set forth in Section 5(b)(xiii) of the
[______________] MLPA which materially and adversely affects the interests of
the Holders of the Class P Certificates in any Prepayment Charge, the Master
Servicer shall promptly notify [______________], the Seller and the Trustee of
such breach. The Trustee shall enforce the obligations of [______________] under
the [______________] MLPA to remedy such breach to the extent and in the manner
set forth in the [______________] MLPA.

     (c) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File or of the
breach by [______________] or [______________], as applicable, of any
representation, warranty or covenant under the [______________] MLPA in respect
of any Mortgage Loan subject to such Agreement that materially and adversely
affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall promptly notify [______________],
[______________], the Seller and the Master Servicer of such defect, missing
document or breach and request that [______________] or [______________], as
applicable, deliver such missing document or cure such defect or breach within
60 days from the date [______________] and [______________] were notified of
such missing document, defect or breach, and if [______________] and
[______________] do not deliver such missing document or cure such defect or
breach in all material respects during such period, the Trustee shall enforce
the obligations of [______________] and [______________] under the
[______________] MLPA to repurchase such Mortgage Loan from REMIC I at the
Purchase Price within 90 days after the date on which [______________] and
[______________] were notified (subject to Section 2.03(f)) of such missing
document, defect or breach, if and to the extent that [______________] or
[______________], as applicable, is obligated to do so under [______________]
MLPA. The Purchase Price for the repurchased Mortgage Loan shall be deposited in
the Master Servicer Collection Account and the Trustee, upon receipt of written
certification from the Master Servicer of such deposit, shall release or cause
the applicable Custodian to release to [______________] or [______________], as
applicable, the related Mortgage File and the Trustee shall execute and deliver
or cause the applicable Custodian to execute and deliver such instruments of
transfer or assignment, in each case without recourse, as [______________] or


                                      -48-

<PAGE>



[______________], as applicable, shall furnish to it and as shall be necessary
to vest in [______________] or [______________], as applicable, any Mortgage
Loan released pursuant hereto, and the Trustee shall not have any further
responsibility with regard to such Mortgage File.

     In lieu of repurchasing any such Mortgage Loan as provided above, if so
provided in the [______________] MLPA, [______________] or [______________], as
applicable, may cause such Mortgage Loan to be removed from REMIC I (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(f). It is understood and agreed that the obligation of
[______________] and [______________] to cure or to repurchase (or to substitute
for) any Mortgage Loan as to which a document is missing, a material defect in a
constituent document exists or as to which such a breach has occurred and is
continuing and the obligation to provide indemnification as set forth in Section
12 of the [______________] MLPA shall constitute the sole remedy respecting such
omission, defect or breach available to the Trustee and the Certificateholders.

     In addition, promptly upon the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of the breach of the representation
or covenant of [______________] or [______________], as applicable, set forth in
Section 5(b)(xiii) of the [______________] MLPA which materially and adversely
affects the interests of the Holders of the Class P Certificates in any
Prepayment Charge, the Master Servicer shall promptly notify [______________],
[______________], the Seller and the Trustee of such breach. The Trustee shall
enforce the obligations of [______________] and [______________] under the
[______________] MLPA to remedy such breach to the extent and in the manner set
forth in the [______________] MLPA.

     (d) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File or of the
breach by [______________] of any representation, warranty or covenant under the
[______________] MLPA in respect of any Mortgage Loan subject to such Agreement
that materially and adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trustee shall promptly notify
[______________], the Seller and the Master Servicer of such defect, missing
document or breach and request that [______________] deliver such missing
document or cure such defect or breach within 60 days from the date
[______________] was notified of such missing document, defect or breach, and if
[______________] does not deliver such missing document or cure such defect or
breach in all material respects during such period, the Trustee shall enforce
the obligations of [______________] under the [______________] MLPA to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days
after the date on which [______________] was notified (subject to Section
2.03(f)) of such missing document, defect or breach, if and to the extent that
[______________] is obligated to do so under [______________] MLPA. The Purchase
Price for the repurchased Mortgage Loan shall be deposited in the Master
Servicer Collection Account and the Trustee, upon receipt of written
certification from the Master Servicer of such deposit, shall release or cause
the applicable Custodian to release to [______________] the related Mortgage
File and the Trustee shall execute and deliver or cause the applicable Custodian
to execute and deliver such instruments of transfer or assignment, in each case
without recourse, as [______________] shall furnish to it and as shall be
necessary to vest in [______________] any Mortgage Loan released


                                      -49-

<PAGE>



pursuant hereto, and the Trustee shall not have any further responsibility with
regard to such Mortgage File.

     In lieu of repurchasing any such Mortgage Loan as provided above, if so
provided in the [______________] MLPA, [______________] may cause such Mortgage
Loan to be removed from REMIC I (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in
the manner and subject to the limitations set forth in Section 2.03(f). It is
understood and agreed that the obligation of [______________] to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which such
a breach has occurred and is continuing and the obligation to provide
indemnification as set forth in Section 12 of the [______________] MLPA shall
constitute the sole remedy respecting such omission, defect or breach available
to the Trustee and the Certificateholders.

     In addition, promptly upon the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of the breach of the representation
or covenant of [______________] set forth in Section 5(b)(xiii) of the
[______________] MLPA which materially and adversely affects the interests of
the Holders of the Class P Certificates in any Prepayment Charge, the Master
Servicer shall promptly notify [______________], the Seller and the Trustee of
such breach. The Trustee shall enforce the obligations of [______________] under
the [______________] MLPA to remedy such breach to the extent and in the manner
set forth in the [______________] MLPA.

     (e) Upon discovery or receipt of notice of any materially defective
document in, or that a material document is missing from, a Mortgage File, the
Trustee shall promptly notify [______________], the Seller and the Master
Servicer of such defect or missing document and request that [______________]
deliver such missing document or cure such defect within 365 days from the date
[______________] was notified of such missing document or defect, and if
[______________] does not deliver such missing document or cure such defect in
all material respects during such period, the Trustee shall enforce the
obligations of [______________] under the [______________] MLPA to repurchase
such Mortgage Loan from REMIC I at the Purchase Price within 365 days after the
date on which [______________] was notified (subject to Section 2.03(f)) of such
missing document or defect, if and to the extent that [______________] is
obligated to do so under the [______________] MLPA. In addition, upon discovery
or receipt of notice of the breach by [______________] or the Seller, as
applicable, of any representation, warranty or covenant under the
[______________] MLPA in respect of any Mortgage Loan subject to such Agreement
that materially and adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trustee shall promptly notify
[______________], the Seller and the Master Servicer of such breach and request
that [______________] or the Seller, as applicable, cure such breach within 120
days, with respect to [______________] or 90 days with respect to the Seller,
from the date [______________] or the Seller, as applicable, was notified of
such breach, and if [______________] or the Seller, as applicable, does not cure
breach in all material respects during such period, the Trustee shall enforce
the obligations of [______________] or the Seller, as applicable, under the
[______________] MLPA to repurchase such Mortgage Loan from REMIC I at the
Purchase Price within 120 days or 90 days, as the case may be, after the date on
which [______________] or the Seller, as applicable, was notified (subject to
Section 2.03(f)) of such breach, if and to the extent that [______________] or
the Seller, as applicable, is obligated to do so


                                      -50-

<PAGE>



under the [______________] MLPA. The Purchase Price for the repurchased Mortgage
Loan shall be deposited in the Master Servicer Collection Account and the
Trustee, upon receipt of written certification from the Master Servicer of such
deposit, shall release or cause the applicable Custodian to release to
[______________] or the Seller, as applicable, the related Mortgage File and the
Trustee shall execute and deliver or cause the applicable Custodian to execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as [______________] or the Seller, as applicable, shall furnish to it
and as shall be necessary to vest in [______________] or the Seller, as
applicable, any Mortgage Loan released pursuant hereto, and the Trustee shall
not have any further responsibility with regard to such Mortgage File.

     In lieu of repurchasing any such Mortgage Loan as provided above, if so
provided in the [______________] MLPA, [______________] or the Seller, as
applicable, may cause such Mortgage Loan to be removed from REMIC I (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(f). It is understood and agreed that the obligation of
[______________] or the Seller, as applicable, to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing and the obligation to provide indemnification as set
forth in Section 12 of the [______________] MLPA shall constitute the sole
remedy respecting such omission, defect or breach available to the Trustee and
the Certificateholders.

     In addition, promptly upon the earlier of discovery by the Master Servicer
or receipt of notice by the Master Servicer of the breach of the representation
or covenant of [______________] set forth in Section 5(b)(xiii) of the
[______________] MLPA which materially and adversely affects the interests of
the Holders of the Class P Certificates in any Prepayment Charge, the Master
Servicer shall promptly notify [______________], the Seller and the Trustee of
such breach. The Trustee shall enforce the obligations of [______________] under
the [______________] MLPA to remedy such breach to the extent and in the manner
set forth in the [______________] MLPA.

     (f) Any substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a), (b), (c), (d) or (e) must be
effected prior to the date which is two years after the Startup Day for REMIC I.

     As to any Deleted Mortgage Loan for which the Seller or the related
Originator, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the Seller or the related
Originator, as applicable, delivering to the Trustee or the applicable Custodian
on behalf of the Trustee, for such Qualified Substitute Mortgage Loan or Loans,
the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2 of the [______________] Custodial Agreement or the
[______________] Custodial Agreement, as applicable, together with an Officers'
Certificate providing that each such Qualified Substitute Mortgage Loan
satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
applicable Custodian on behalf of the Trustee shall acknowledge receipt of such
Qualified Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents and deliver to the Depositor, the Trustee


                                      -51-

<PAGE>



and the Master Servicer, with respect to such Qualified Substitute Mortgage Loan
or Loans, an initial certification pursuant to the applicable Custodial
Agreement, with any applicable exceptions noted thereon. Within one year of the
date of substitution, the applicable Custodian on behalf of the Trustee shall
deliver to the Depositor, the Trustee and the Master Servicer a final
certification pursuant to the applicable Custodial Agreement with respect to
such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of REMIC I and will be
retained by the Seller or the related Originator, as applicable. For the month
of substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the Seller or the related Originator, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders that such substitution has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee and the Master Servicer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Trust Fund and shall be subject in all respects to the terms of this
Agreement and the related Mortgage Loan Purchase Agreement including all
applicable representations and warranties thereof included herein or in the
applicable Mortgage Loan Purchase Agreement.

     For any month in which the Seller or the related Originator, as applicable,
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the amount (the
"Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such
Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as
of the date of substitution, together with one month's interest on such
Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all
outstanding P&I Advances and Servicing Advances (including Nonrecoverable P&I
Advances and Nonrecoverable Servicing Advances) related thereto. On the date of
such substitution, the Seller or the related Originator, as applicable, will
deliver or cause to be delivered to the Master Servicer for deposit in the
Master Servicer Collection Account an amount equal to the Substitution Shortfall
Amount, if any, and the Trustee or the applicable Custodian on behalf of the
Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans
and certification by the Master Servicer of such deposit, shall release to the
Seller or the related Originator, as applicable, the related Mortgage File or
Files and the Trustee or the Custodian on behalf of the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller or the related Originator, as applicable, shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.

     In addition, the Seller or the related Originator, as applicable, shall
obtain at its own expense and deliver to the Trustee an Opinion of Counsel to
the effect that such substitution will not cause (a) any federal tax to be
imposed on any Trust REMIC, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code, or
(b) any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.



                                      -52-

<PAGE>



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

     (h) With respect to a breach of the representations made pursuant to
Section 5(a)(viii), (xiv), (xv), (xvi) or (xvii) of the related Mortgage Loan
Purchase Agreement that materially and adversely affects the value of such
Mortgage Loan or the interest therein of the Certificateholders, the Seller
shall be required to take the actions set forth in this Section 2.03.

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

     SECTION 2.04. [Reserved].

     SECTION 2.05. Representations, Warranties and Covenants of the Master
Servicer.

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

          (i) The Master Servicer is a national banking association duly formed,
     validly existing and in good standing under the laws of the United States
     of America and is duly authorized and qualified to transact any and all
     business contemplated by this Agreement to be conducted by the Master
     Servicer;

          (ii) The Master Servicer has the full power and authority to conduct
     its business as presently conducted by it and to execute, deliver and
     perform, and to enter into and consummate, all transactions contemplated by
     this Agreement. The Master Servicer has duly authorized the execution,
     delivery and performance of this Agreement, has duly executed and


                                      -53-

<PAGE>



     delivered this Agreement, and this Agreement, assuming due authorization,
     execution and delivery by the Depositor and the Trustee, constitutes a
     legal, valid and binding obligation of the Master Servicer, enforceable
     against it in accordance with its terms except as the enforceability
     thereof may be limited by bankruptcy, insolvency, reorganization or similar
     laws affecting the enforcement of creditors' rights generally and by
     general principles of equity;

          (iii) The execution and delivery of this Agreement by the Master
     Servicer, the consummation by the Master Servicer of any other of the
     transactions herein contemplated, and the fulfillment of or compliance with
     the terms hereof are in the ordinary course of business of the Master
     Servicer and will not (A) result in a breach of any term or provision of
     charter and by-laws of the Master Servicer or (B) conflict with, result in
     a breach, violation or acceleration of, or result in a default under, the
     terms of any other material agreement or instrument to which the Master
     Servicer is a party or by which it may be bound, or any statute, order or
     regulation applicable to the Master Servicer of any court, regulatory body,
     administrative agency or governmental body having jurisdiction over the
     Master Servicer; and the Master Servicer is not a party to, bound by, or in
     breach or violation of any indenture or other agreement or instrument, or
     subject to or in violation of any statute, order or regulation of any
     court, regulatory body, administrative agency or governmental body having
     jurisdiction over it, which materially and adversely affects or, to the
     Master Servicer's knowledge, would in the future materially and adversely
     affect, (x) the ability of the Master Servicer to perform its obligations
     under this Agreement or (y) the business, operations, financial condition,
     properties or assets of the Master Servicer taken as a whole;

          (iv) [Reserved];

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

          (vi) [Reserved];

          (vii) No litigation is pending against the Master Servicer that would
     materially and adversely affect the execution, delivery or enforceability
     of this Agreement or the ability of the Master Servicer to perform any of
     its other obligations hereunder in accordance with the terms hereof,

          (viii) There are no actions or proceedings against, or investigations
     known to it of, the Master Servicer before any court, administrative or
     other tribunal (A) that might prohibit its entering into this Agreement,
     (B) seeking to prevent the consummation of the transactions contemplated by
     this Agreement or (C) that might prohibit or materially and adversely
     affect the performance by the Master Servicer of its obligations under, or
     validity or enforceability of, this Agreement; and

          (ix) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Master


                                      -54-

<PAGE>



     Servicer of, or compliance by the Master Servicer with, this Agreement or
     the consummation by it of the transactions contemplated by this Agreement,
     except for such consents, approvals, authorizations or orders, if any, that
     have been obtained prior to the Closing Date.

     It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall inure to the benefit of the
Trustee, the Depositor and the Certificateholders.

     SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I
                   Certificates.

     The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery to the Custodians on its behalf of the Mortgage Loan Documents, subject
to the provisions of Section 2.01 and Section 2.02 hereof and Section 2 of the
[______________] Custodial Agreement and the [______________] Custodial
Agreement, respectively, together with the assignment to it of all other assets
included in REMIC I, the receipt of which is hereby acknowledged. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-I Certificates in authorized denominations. The interests
evidenced by the Class R-I Certificates, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership interest in REMIC I. The
rights of the Class R-I Certificateholders and REMIC II (as holder of the REMIC
I Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Certificates and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Certificates and the REMIC I Regular Interests, shall be as set forth in
this Agreement.

     SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance of
                   REMIC II by the Trustee.

     The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee, without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests for the benefit of the Class R-II Certificateholders and
REMIC II (as holder of the REMIC I Regular Interests). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of all present and
future Class R-II Certificateholders and REMIC II (as holder of the REMIC I
Regular Interests). The rights of the Class R-II Certificateholders and REMIC II
(as holder of the REMIC I Regular Interests) to receive distributions from the
proceeds of REMIC II in respect of the Class R-II Certificates and REMIC II
Regular Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-II Certificates and the REMIC II Regular Interests,
shall be as set forth in this Agreement.

     SECTION 2.08. Issuance of Class R-II Certificates.

     The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to the
written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-II Certificates in authorized denominations. The


                                      -55-

<PAGE>



interests evidenced by the Class R-II Certificates, together with the REMIC II
Regular Interests, constitute the entire beneficial ownership interest in REMIC
II.

     SECTION 2.09. Conveyance of the REMIC II Regular Interests; Acceptance of
                   REMIC III by the Trustee.

     The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee, without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests for the benefit of the Class R-III Certificateholders and
REMIC III (as holder of the REMIC II Regular Interests). The Trustee
acknowledges receipt of the REMIC II Regular Interests and declares that it
holds and will hold the same in trust for the exclusive use and benefit of all
present and future Class R-III Certificateholders and REMIC III (as holder of
the REMIC II Regular Interests). The rights of the Class R-III
Certificateholders and REMIC III (as holder of the REMIC II Regular Interests)
to receive distributions from the proceeds of REMIC III in respect of the Class
R-III Certificates and REMIC III Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-III Certificates and
the REMIC III Regular Interests, shall be as set forth in this Agreement.

     SECTION 2.10. Issuance of Class R-III Certificates.

     The Trustee acknowledges the assignment to it of the REMIC II Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to the
written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-III Certificates in authorized denominations. The
interests evidenced by the Class R-III Certificates, together with the REMIC III
Regular Interests, constitute the entire beneficial ownership interest in REMIC
III.

     SECTION 2.11 Establishment of the Trust.

     The Depositor does hereby establish, pursuant to the further provisions of
this Agreement and the laws of the State of New York, an express trust to be
known, for convenience, as "[____________]" and does hereby appoint
[____________], as Trustee in accordance with the provisions of this Agreement.




                                      -56-

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                         OF THE MORTGAGE LOANS; ACCOUNTS

     SECTION 3.01. MASTER SERVICER. The Master Servicer shall supervise, monitor
and oversee the obligation of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreement and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under the applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related
Mortgage Loan, reconcile the results of such monitoring with such information
provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, prepare the statements specified in
Section 4.02 and any other information and statements required to be provided by
the Master Servicer hereunder. The Master Servicer shall reconcile the results
of its Mortgage Loan monitoring with the actual remittances of the Servicers to
the Master Servicer Collection Account pursuant to the applicable Servicing
Agreements.

     Notwithstanding anything in this Agreement, any Servicing Agreement or any
Credit Risk Management Agreement to the contrary, neither the Master Servicer
nor the applicable Servicer shall have any duty or obligation to enforce any
Credit Risk Management Agreement or to supervise, monitor or oversee the
activities of the Credit Risk Manager under its Credit Risk Management Agreement
with respect to any action taken or not taken by the applicable Servicer or the
Master Servicer pursuant to a recommendation of the Credit Risk Manager.

     The Trustee shall furnish the Servicers and the Master Servicer with any
limited powers of attorney and other documents in form as provided to it
necessary or appropriate to enable the Servicers and the Master Servicer to
service and administer the related Mortgage Loans and REO Property. The Trustee
shall have no responsibility for any action of the Master Servicer or any
Servicer pursuant to any such limited power of attorney.

     The Trustee, the Custodians and the Securities Administrator shall provide
access to the records and documentation in possession of the Trustee, the
Custodians or the Securities Administrator regarding the related Mortgage Loans
and REO Property and the servicing thereof to the Certificateholders, the FDIC,
and the supervisory agents and examiners of the FDIC, such access being afforded
only upon reasonable prior written request and during normal business hours at
the office of the Trustee, the related Custodian or the Securities
Administrator; provided, however, that, unless otherwise required by law, none
of the Trustee, any Custodian or the Securities Administrator shall be required
to provide access to such records and documentation if the provision thereof
would


                                      -57-

<PAGE>



violate the legal right to privacy of any Mortgagor. The Trustee, the Custodians
and the Securities Administrator shall allow representatives of the above
entities to photocopy any of the records and documentation and shall provide
equipment for that purpose at a charge that covers the Trustee's, any
Custodian's or the Securities Administrator's actual costs.

     The Trustee shall execute and deliver to the related Servicer or the Master
Servicer upon request any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or any other Mortgage Loan
Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or any other
Mortgage Loan Document or otherwise available at law or equity.

     SECTION 3.02. REMIC-RELATED COVENANTS. For as long as each REMIC shall
exist, the Trustee and the Securities Administrator shall act in accordance
herewith to assure continuing treatment of such REMIC as a REMIC, and the
Trustee and the Securities Administrator shall comply with any directions of the
Seller, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
at the expense of the Trust Fund; and (b) other than with respect to a
substitution pursuant to the Mortgage Loan Purchase Agreements or the Assignment
Agreements or Section 2.03 of this Agreement, as applicable, accept any
contribution to any REMIC after the Startup Day without receipt of a Opinion of
Counsel stating that such contribution will not result in an Adverse REMIC Event
as deferred in Section 10.01(f) hereof.

     SECTION 3.03. MONITORING OF SERVICERS. (a) The Master Servicer shall be
responsible for monitoring the compliance by each Servicer with its duties under
the related Servicing Agreement. In the review of each Servicer's activities,
the Master Servicer may rely upon an officer's certificate of the Servicer with
regard to such Servicer's compliance with the terms of its Servicing Agreement.
In the event that the Master Servicer, in its judgment, determines that a
Servicer should be terminated in accordance with its Servicing Agreement, or
that a notice should be sent pursuant to such Servicing Agreement with respect
to the occurrence of an event that, unless cured, would constitute grounds for
such termination, the Master Servicer shall notify the Seller and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate.

     (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as servicer of the related Mortgage Loans or to
cause the Trustee to enter in to a new Servicing Agreement with a successor
Servicer selected by the Master Servicer; provided, however, it is understood
and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of


                                      -58-

<PAGE>



claims, termination of Servicing Agreements and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall pay
the costs of such enforcement at its own expense, provided that the Master
Servicer shall not be required to prosecute or defend any legal action except to
the extent that the Master Servicer shall have received reasonable indemnity for
its costs and expenses in pursuing such action.

     (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer, appointment of a successor Servicer or
the transfer and assumption of servicing by the Master Servicer with respect to
any Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an event of default
by such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor servicer to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Master Servicer
Collection Account.

     (d) The Master Servicer shall require each Servicer to comply with the
remittance requirements and other obligations set forth in the related Servicing
Agreement.

     (e) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of the Servicer, if any, that it
replaces.

     SECTION 3.04. FIDELITY BOND. The Master Servicer, at its expense, shall
maintain in effect a blanket fidelity bond and an errors and omissions insurance
policy, affording coverage with respect to all directors, officers, employees
and other Persons acting on such Master Servicer's behalf, and covering errors
and omissions in the performance of the Master Servicer's obligations hereunder.
The errors and omissions insurance policy and the fidelity bond shall be in such
form and amount generally acceptable for entities serving as master servicers or
trustees.

     SECTION 3.05. POWER TO ACT; PROCEDURES. The Master Servicer shall master
service the Mortgage Loans and shall have full power and authority, subject to
the REMIC Provisions and the provisions of Article X hereof, to do any and all
things that it may deem necessary or desirable in connection with the master
servicing and administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.03, shall not permit any Servicer to) knowingly
or intentionally take


                                      -59-

<PAGE>



any action, or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
would cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or
result in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) unless the Master Servicer has received an Opinion of Counsel (but not at
the expense of the Master Servicer) to the effect that the contemplated action
will not would cause REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC or result in the imposition of a tax upon REMIC I, REMIC II or REMIC III,
as the case may be. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney empowering the
Master Servicer or any Servicer to execute and deliver instruments of
satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
prosecute or defend in any court action relating to the Mortgage Loans or the
Mortgaged Property, in accordance with the applicable Servicing Agreement and
this Agreement, and the Trustee shall execute and deliver such other documents,
as the Master Servicer or applicable Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its
duties hereunder, in each case in accordance with Accepted Master Servicing
Practices (and the Trustee shall have no liability for misuse of any such powers
of attorney by the Master Servicer or any Servicer). If the Master Servicer or
the Trustee has been advised that it is likely that the laws of the state in
which action is to be taken prohibit such action if taken in the name of the
Trustee or that the Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 8.10 hereof. In the performance of its duties hereunder, the
Master Servicer shall be an independent contractor and shall not, except in
those instances where it is taking action in the name of the Trustee, be deemed
to be the agent of the Trustee.

     SECTION 3.06. DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the extent
provided in the applicable Servicing Agreement, to the extent Mortgage Loans
contain enforceable due-on- sale clauses, the Master Servicer shall cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

     SECTION 3.07. RELEASE OF MORTGAGE FILES. (a) Upon becoming aware of the
payment in full of any Mortgage Loan, or the receipt by any Servicer of a
notification that payment in full has been escrowed in a manner customary for
such purposes for payment to Certificateholders on the next Distribution Date,
the Servicer will, if required under the applicable Servicing Agreement,
promptly furnish to the Custodian, on behalf of the Trustee, two copies of a
request for release substantially in the form attached to the applicable
Custodial Agreement attached to the signed by a Servicing Officer or in a
mutually agreeable electronic format which will, in lieu of a signature on its
face, originate from a Servicing Officer (which certification shall include a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained by
the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer
pursuant to its Servicing Agreement have been or will be so deposited) and shall


                                      -60-

<PAGE>



request that the Custodian, on behalf of the Trustee, deliver to the applicable
Servicer the related Mortgage File. Upon receipt of such certification and
request, the Custodian, on behalf of the Trustee, shall promptly release the
related Mortgage File to the applicable Servicer and the Trustee and Custodian
shall have no further responsibility with regard to such Mortgage File. Upon any
such payment in full, each Servicer is authorized, to give, as agent for the
Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an
instrument of satisfaction (or assignment of mortgage without recourse)
regarding the Mortgaged Property subject to the Mortgage, which instrument of
satisfaction or assignment, as the case may be, shall be delivered to the Person
or Persons entitled thereto against receipt therefor of such payment, it being
understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Master Servicer Collection Account.

     (b) From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan and in accordance with the applicable Servicing Agreement,
the Trustee shall execute such documents as shall be prepared and furnished to
the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable
to the Trustee) and as are necessary to the prosecution of any such proceedings.
The Custodian, on behalf of the Trustee, shall, upon the request of a Servicer
or the Master Servicer, and delivery to the Custodian, on behalf of the Trustee,
of two copies of a request for release signed by a Servicing Officer
substantially in the form attached to the applicable Custodial Agreement (or in
a mutually agreeable electronic format which will, in lieu of a signature on its
face, originate from a Servicing Officer), release the related Mortgage File
held in its possession or control to the Servicer or the Master Servicer, as
applicable. Such trust receipt shall obligate the Servicer or the Master
Servicer to return the Mortgage File to the Custodian on behalf of the Trustee,
when the need therefor by the Servicer or the Master Servicer no longer exists
unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a
certificate of a Servicing Officer similar to that hereinabove specified, the
Mortgage File shall be released by the Custodian, on behalf of the Trustee, to
the Servicer or the Master Servicer.

     SECTION 3.08. DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
                   TO BE HELD FOR TRUSTEE.

     (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are
collected by the Master Servicer or by a Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer shall, and (to the
extent provided in the applicable Servicing Agreement) shall cause each Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations,


                                      -61-

<PAGE>



banks or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.

     (b) All Mortgage Files and funds collected or held by, or under the control
of, the Master Servicer, in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master Servicer
and each Servicer shall be entitled to setoff against, and deduct from, any such
funds any amounts that are properly due and payable to the Master Servicer or
such Servicer under this Agreement or the applicable Servicing Agreement.

     SECTION 3.09. STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

     (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted 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.

     (b) Pursuant to Sections 3.22 and 3.23, any amounts collected by the
Servicers or the Master Servicer, or by any Servicer, under any insurance
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or released to the Mortgagor in
accordance with the applicable Servicing Agreement) shall be deposited into the
Master Servicer Collection Account, subject to withdrawal pursuant to Sections
3.24 and 3.26. Any cost incurred by the Master Servicer or any Servicer in
maintaining any such insurance if the Mortgagor defaults in its obligation to do
so shall be added to the amount owing under the Mortgage Loan where the terms of
the Mortgage Loan so permit; provided, however, that the addition of any such
cost shall not be taken into account for purposes of calculating the
distributions to be made to Certificateholders and shall be recoverable by the
Master Servicer or such Servicer pursuant to Sections 3.24 and 3.26.

     SECTION 3.10. PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The Master
Servicer shall (to the extent provided in the applicable Servicing Agreement)
cause the related Servicer to, prepare and present on behalf of the Trustee and
the Certificateholders all claims under the Insurance Policies and take such
actions (including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to realize recovery under such policies.
Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and
remitted to the Master


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Servicer) in respect of such policies, bonds or contracts shall be promptly
deposited in the Master Servicer Collection Account upon receipt, except that
any amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).

     SECTION 3.11. MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

     (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any primary mortgage
insurance policy of any loss which, but for the actions of such Master Servicer
or Servicer, would have been covered thereunder. The Master Servicer shall use
its best reasonable efforts to cause each Servicer (to the extent required under
the related Servicing Agreement) to keep in force and effect (to the extent that
the Mortgage Loan requires the Mortgagor to maintain such insurance), primary
mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable.
The Master Servicer shall not, and shall not permit any Servicer (to the extent
required under the related Servicing Agreement) to, cancel or refuse to renew
any primary mortgage insurance policy that is in effect at the date of the
initial issuance of the Mortgage Note and is required to be kept in force
hereunder except in accordance with the provisions of this Agreement and the
related Servicing Agreement, as applicable.

     (b) The Master Servicer agrees to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the
Trustee and the Certificateholders, claims to the insurer under any primary
mortgage insurance policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any primary mortgage insurance
policies respecting defaulted Mortgage Loans. Pursuant to Sections 3.22 and
3.23, any amounts collected by the Master Servicer or any Servicer under any
primary mortgage insurance policies shall be deposited in the Master Servicer
Collection Account, subject to withdrawal pursuant to Sections 3.24 and 3.26.

     SECTION 3.12. TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES
                   AND DOCUMENTS.

     The Trustee or the applicable Custodian, shall retain possession and
custody of the originals (to the extent available) of the [______________] PMI
Policy and any other primary mortgage insurance policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as
may be issued from time to time as contemplated by this Agreement. Until all
amounts distributable in respect of the Certificates have been distributed in
full and the Master Servicer otherwise has fulfilled its obligations under this
Agreement, the Trustee or the related Custodian shall also retain possession and
custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement and the applicable Custodial Agreement. The Master
Servicer shall promptly deliver or cause to be delivered to the Trustee or the
related Custodian, upon the execution or receipt thereof the originals of the
[______________] PMI Policy and any other primary mortgage insurance policies,
any certificates of renewal, and such other


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<PAGE>



documents or instruments that constitute Mortgage Loan Documents that come into
the possession of the Master Servicer from time to time.

     SECTION 3.13. REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall cause each Servicer (to the extent required under the related
Servicing Agreement) to foreclose upon, repossess or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, all in
accordance with the applicable Servicing Agreement.

     SECTION 3.14. COMPENSATION FOR THE MASTER SERVICER.

     (a) In addition to the Master Servicer's right to receive its Master
Servicing Fee, pursuant to Article IV all income and gain realized from any
investment of funds in the Master Servicer Collection Account and the
Distribution Account shall be for the benefit of the Master Servicer as
compensation. Servicing compensation in the form of assumption fees, if any,
late payment charges, as collected, if any, or otherwise (but not including any
Prepayment Charges) shall be retained by the applicable Servicer and shall not
be deposited in the Protected Account. The Master Servicer will be entitled to
retain, as additional compensation, any interest remitted by a Servicer in
connection with a Principal Prepayment in full or otherwise in excess of amounts
required to be remitted to the Master Servicer Collection Account. The Master
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
except as provided in this Agreement.

     (b) The amount of the aggregate compensation payable as set forth in
Section 3.14(a) (the "Master Servicing Compensation") to the Master Servicer in
respect of any Distribution Date shall be reduced in accordance with Section
3.20.

     SECTION 3.15. REO PROPERTY.

     (a) In the event the Trust Fund acquires ownership of any REO Property in
respect of any related Mortgage Loan, the deed or certificate of sale shall be
issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Further, the
Master Servicer shall, to the extent provided in the related Servicing
Agreement, cause the applicable Servicer to sell any REO Property prior to three
years after the end of the calendar year of its acquisition by REMIC I unless
(i) the Trustee shall have been supplied with an Opinion of Counsel to the
effect that the holding by the Trust Fund of such REO Property subsequent to
such three-year period will not result in the imposition of taxes on "prohibited
transactions" of any REMIC hereunder as defined in section 860F of the Code or
cause any REMIC hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel) or (ii) the applicable Servicer shall have applied for, prior to the
expiration of such three-year period, an extension of such three-year period in
the manner contemplated by Section 856(e)(3) of the Code, in which case the


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three-year period shall be extended by the applicable extension period. The
Master Servicer shall cause the applicable Servicer (to the extent provided in
the related Servicing Agreement) to protect and conserve, such REO Property in
the manner and to the extent required by the applicable Servicing Agreement, in
accordance with the REMIC Provisions and in a manner that does not result in a
tax on "net income from foreclosure property" or cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.

     (b) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Protected Account.

     (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Monthly Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
as the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

     (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Protected Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the related
Master Servicer Collection Account on the next succeeding Remittance Date.

     SECTION 3.16. ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

     (a) The Master Servicer shall deliver to the Trustee and the Rating
Agencies on or before [______________] of each year, commencing on
[______________], an Officer's Certificate signed by a Servicing Officer,
certifying that with respect to the period ending December 31 of the prior year:
(i) such Servicing Officer has reviewed the activities of such Master Servicer
during the preceding calendar year or portion thereof and its performance under
this Agreement, (ii) to the best of such Servicing Officer's knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default known
to such Servicing Officer and the nature and status thereof, (iii) nothing has
come to the attention of such Servicing Officer to lead such Servicing Officer
to believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof.

     (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer's
expense if the Master


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<PAGE>



Servicer failed to provide such copies (unless (i) the Master Servicer shall
have failed to provide the Trustee with such statement or (ii) the Trustee shall
be unaware of the Master Servicer's failure to provide such statement).

     SECTION 3.17. ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT. If the
Master Servicer has, during the course of any fiscal year, directly serviced any
of the Mortgage Loans, then the Master Servicer at its expense shall cause a
nationally recognized firm of independent certified public accountants to
furnish a statement to the Trustee, the Rating Agencies and the Seller on or
before [______________] of each year, commencing on [______________] to the
effect that, with respect to the most recently ended fiscal year, such firm has
examined certain records and documents relating to the Master Servicer's
performance of its servicing obligations under this Agreement and pooling and
servicing and trust agreements in material respects similar to this Agreement
and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
Freddie Mac or the Uniform Single Attestation Program for Mortgage Bankers, such
firm is of the opinion that the Master Servicer's activities have been conducted
in compliance with this Agreement, or that such examination has disclosed no
material items of noncompliance except for (i) such exceptions as such firm
believes to be immaterial, (ii) such other exceptions as are set forth in such
statement and (iii) such exceptions that the Uniform Single Attestation Program
for Mortgage Bankers or the Audit Program for Mortgages Serviced by Freddie Mac
requires it to report. Copies of such statements shall be provided to any
Certificateholder upon request by the Master Servicer, or by the Trustee at the
expense of the Master Servicer if the Master Servicer shall fail to provide such
copies. If such report discloses exceptions that are material, the Master
Servicer shall advise the Trustee whether such exceptions have been or are
susceptible of cure, and will take prompt action to do so.

     SECTION 3.18. REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION. Within
15 days after each Distribution Date, the Securities Administrator shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System ("EDGAR"), a Form 8-K with a copy of the
statement to be furnished by the Securities Administrator to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
[______________], the Securities Administrator shall, in accordance with
industry standards, file a Form 15 Suspension Notice with respect to the Trust
Fund, if applicable. Prior to [______________], the Securities Administrator
shall file a Form 10-K, in substance conforming to industry standards, with
respect to the Trust Fund. The Depositor hereby grants to the Securities
Administrator a limited power of attorney to execute and file each such document
on behalf of the Depositor. Such power of attorney shall continue until either
the earlier of (i) receipt by the Securities Administrator from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. The Depositor agrees to promptly furnish to the Securities
Administrator, from time to time upon request, such further information, reports
and financial statements within its control related to this Agreement and the
Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities
Administrator shall have no responsibility to file any items other than those
specified in this Section 3.18; provided, however, the Securities Administrator
will cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Upon request, copies of
all reports filed by the Securities Administrator under the Exchange


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<PAGE>



Act shall be sent to the Depositor. Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.18 shall not be reimbursable
from the Trust Fund.

     SECTION 3.19. UCC. The Depositor agrees to file continuation statements for
any Uniform Commercial Code financing statements which the Seller has informed
the Depositor were filed on the Closing Date in connection with the Trust. The
Depositor shall file any financing statements or amendments thereto required by
any change in the Uniform Commercial Code.

     SECTION 3.20. OBLIGATION OF THE MASTER SERVICER IN RESPECT OF PREPAYMENT
INTEREST SHORTFALLS. The Master Servicer shall deposit in the Master Servicer
Collection Account not later than each Distribution Account Deposit Date an
amount equal to the lesser of (i) the aggregate amounts required to be paid by
the Servicers under the Servicing Agreements with respect to Prepayment Interest
Shortfalls attributable to Principal Prepayments on the related Mortgage Loans
for the related Distribution Date, and not so paid by the related Servicers and
(ii) the Master Servicing Compensation for such Distribution Date without
reimbursement therefor.

     SECTION 3.21. [______________] PMI POLICY; CLAIMS UNDER THE
[______________] PMI POLICY. Any amount received from [______________] with
respect to any such [______________] PMI Mortgage Loan shall be deposited by the
Master Servicer, no later than two Business Days following receipt thereof, into
the Master Servicer Collection Account.

     SECTION 3.22. PROTECTED ACCOUNTS. (a) The Master Servicer shall enforce the
obligation of each Servicer to establish and maintain a Protected Account in
accordance with the applicable Servicing Agreement, with records to be kept with
respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within 48 hours (or as of such other time specified in the
related Servicing Agreement) of receipt all collections of principal and
interest on any Mortgage Loan and with respect to any REO Property received by a
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, and advances made from the Servicer's own funds (less servicing
compensation as permitted by the applicable Servicing Agreement in the case of
any Servicer) and all other amounts to be deposited in the Protected Account.
Each Servicer is hereby authorized to make withdrawals from and deposits to the
related Protected Account for purposes required or permitted by the related
Servicing Agreement. To the extent provided in the related Servicing Agreement,
the Protected Account shall be held in a Designated Depository Institution and
segregated on the books of such institution in the name of the Trustee for the
benefit of Certificateholders.

          (b) To the extent provided in the related Servicing Agreement, amounts
on deposit in a Protected Account may be invested in Permitted Investments in
the name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds, such
Permitted Investments to mature, or to be subject to redemption or withdrawal,
no later than the date on which such funds are required to be withdrawn for
deposit in the Master Servicer Collection Account, and shall be held until
required for such deposit. The income earned from Permitted Investments made
pursuant to this Section 3.22 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be
distributed to the Certificateholders resulting from such investments shall be
borne by and be the risk of the related Servicer. The related Servicer (to the
extent provided in the


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<PAGE>



Servicing Agreement) shall deposit the amount of any such loss in the Protected
Account within two Business Days of receipt of notification of such loss but not
later than the second Business Day prior to the Distribution Date on which the
moneys so invested are required to be distributed to the Certificateholders.

          (c) To the extent provided in the related Servicing Agreement and
subject to this Article III, on or before each Servicer Remittance Date, the
related Servicer shall withdraw or shall cause to be withdrawn from the
Protected Accounts and shall immediately deposit or cause to be deposited in the
Master Servicer Collection Account amounts representing the following
collections and payments (other than with respect to principal of or interest on
the Mortgage Loans due on or before the Cut-off Date):

               (i) Monthly Payments on the Mortgage Loans received or any
               related portion thereof advanced by the Servicers pursuant to the
               Servicing Agreements which were due on or before the related Due
               Date, net of the amount thereof comprising the Servicing Fees;

               (ii) Principal Prepayments, Liquidation Proceeds received by the
               Servicers with respect to such Mortgage Loans in the related
               Prepayment Period, Compensating Interest and the amount of any
               related Prepayment Charges; and

               (iii) Any amount to be used as a P&I Advance.

          (d) Withdrawals may be made from an Account only to make remittances
as provided in Section 3.22(c), 3.23 and 3.24 or as otherwise provided in the
Servicing Agreements; to reimburse the Master Servicer or a Servicer for P&I
Advances which have been recovered by subsequent collection from the related
Mortgagor; to remove amounts deposited in error; to remove fees, charges or
other such amounts deposited on a temporary basis; or to clear and terminate the
account at the termination of this Agreement in accordance with Section 9.01. As
provided in Sections 3.22(c) and 3.23(b) or as otherwise provided in the
Servicing Agreements certain amounts otherwise due to the Servicers may be
retained by them and need not be deposited in the Master Servicer Collection
Account.

     SECTION 3.23. MASTER SERVICER COLLECTION ACCOUNT. (a) The Master Servicer
shall establish and maintain in the name of the Trustee, for the benefit of the
Certificateholders, the Master Servicer Collection Account as a segregated trust
account or accounts. The Master Servicer will deposit in the Master Servicer
Collection Account as identified by the Master Servicer and as received by the
Master Servicer, the following amounts:

               (i) Any amounts withdrawn from a Protected Account;

               (ii) Any P&I Advance and any amounts in respect of Prepayment
               Interest Shortfalls;



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<PAGE>



               (iii) Any Insurance Proceeds or Liquidation Proceeds received by
               or on behalf of the Master Servicer;

               (iv) The Repurchase Price with respect to any Mortgage Loans
               purchased by the related Originator pursuant to Section 2.03 and
               all proceeds of any Mortgage Loans or property acquired with
               respect thereto repurchased by the Class CE Certificateholder or
               its designee pursuant to Section 9.01;

               (v) Any amounts required to be deposited with respect to losses
               on investments of deposits in an Account; and

               (vi) Any other amounts received by or on behalf of the Master
               Servicer and required to be deposited in the Master Servicer
               Collection Account pursuant to this Agreement.

          (c) All amounts deposited to the Master Servicer Collection Account
shall be held by the Master Servicer in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Master Servicer Collection
Account or the Distribution Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges or assumption, tax service, statement account or
payoff, substitution, satisfaction, release and other like fees and charges,
need not be credited by the Master Servicer or the related Servicer to the
Distribution Account or the Master Servicer Collection Account, as applicable.
In the event that the Master Servicer shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing
Officer of the Master Servicer, shall promptly transfer such amount to the
Master Servicer, any provision herein to the contrary notwithstanding.

          (d) The amount at any time credited to the Master Servicer Collection
Account shall be invested, in the name of the Trustee, or its nominee, for the
benefit of the Certificateholders, in Permitted Investments as directed by
Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the Business Day
immediately preceding the Distribution Date. Any and all investment earnings
from the Master Servicer Collection Account shall be paid to the Master
Servicer. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the
risk of the Master Servicer. The Master Servicer shall deposit the amount of any
such loss in the Master Servicer Collection Account within two Business Days of
receipt of notification of such loss but not later than the Business Day prior
to the Distribution Date on which the moneys so invested are required to be
remitted to the Trustee.

     SECTION 3.24. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER SERVICER
COLLECTION ACCOUNT. (a) The Master Servicer will, from time to time, make or
cause to be made such withdrawals or transfers from the Master Servicer
Collection Account as the Master Servicer has designated for such transfer or
withdrawal pursuant to the Servicing Agreements. The Master Servicer may clear
and terminate the Master Servicer Collection Account pursuant to Section 9.01
and remove amounts from time to time deposited in error.


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<PAGE>




          (b) On an ongoing basis, the Master Servicer shall withdraw from the
Master Servicer Collection Account to pay itself as provided in Section 3.14 and
to pay any expenses recoverable by the Trustee, the Securities Administrator or
the Master Servicer pursuant to Sections 3.03, 6.03, 8.05 and 10.01.

          (c) In addition, on the Distribution Account Deposit Date, the Master
Servicer shall deposit in the Distribution Account (or remit to the Trustee for
deposit therein) any P&I Advances required to be made by the Master Servicer
with respect to the Mortgage Loans.

          (d) No later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will transfer to the Trustee in immediately
available funds for deposit in the Distribution Account on the Business Day
immediately preceding the Distribution Date, that portion of the Available
Distribution Amount (calculated without regard to the references in clause (2)
of the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Master
Servicer Collection Account; provided, however that if the Distribution Account
Deposit Date is deemed to occur on the Distribution Date as provided in the
proviso to the definition of Distribution Account Deposit Date in Article I
hereof, the Master Servicer shall transfer such funds to the Trustee no later
than 10:00 a.m. New York time on such Distribution Account Deposit Date.

     SECTION 3.25. DISTRIBUTION ACCOUNT. (a) The Trustee shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders,
the Distribution Account as a segregated trust account or accounts.

          (b) All amounts deposited to the Distribution Account shall be held by
the Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.

          (c) The Distribution Account shall constitute a trust account of the
Trust Fund segregated on the books of the Trustee and held by the Trustee in
trust in its Corporate Trust Office, and the Distribution Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Trustee
(whether made directly, or indirectly through a liquidator or receiver of the
Trustee). The amount at any time credited to the Distribution Account shall be
invested in the name of the Master Servicer, in such Permitted Investments
selected by the Master Servicer or deposited in demand deposits with such
depository institutions as selected by the Master Servicer, provided that time
deposits of such depository institutions would be a Permitted Investment. All
Permitted Investments shall mature or be subject to redemption or withdrawal on
or before, and shall be held until, the next succeeding Distribution Date if the
obligor for such Permitted Investment is the Trustee or, if such obligor is any
other Person, the Business Day preceding such Distribution Date. All investment
earnings on amounts on deposit in the Distribution Account or benefit from funds
uninvested therein from time to time shall be for the account of the Master
Servicer. The Master Servicer shall be permitted to receive distribution of any
and all investment earnings from the Distribution Account on each Distribution
Date. If there is any loss on a Permitted Investment or demand deposit, the
Master Servicer shall deposit such amount in the Distribution Account. With
respect to the Distribution


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Account and the funds deposited therein, the Trustee shall take such action as
may be necessary to ensure that the Certificateholders shall be entitled to the
priorities afforded to such a trust account (in addition to a claim against the
estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state
statute applicable to state chartered banking corporations.

     SECTION 3.26. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT. (a) The Trustee will, from time to time on demand of the Master
Servicer or the Securities Administrator make or cause to be made such
withdrawals or transfers from the Distribution Account as the Master Servicer or
the Securities Administrator has designated for such transfer or withdrawal
pursuant to the Servicing Agreements for the following purposes, not in any
order of priority, (limited in the case of amounts due the Master Servicer to
those not withdrawn from the Master Servicer Collection Account in accordance
with the terms of this Agreement):

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

               (ii) to reimburse the Master Servicer or any Servicer from
               Insurance Proceeds or Liquidation Proceeds relating to a
               particular Mortgage Loan for amounts expended by the Master
               Servicer or such Servicer in good faith in connection with the
               restoration of the related Mortgaged Property which was damaged
               by an Uninsured Cause or in connection with the liquidation of
               such Mortgage Loan;

               (iii) to reimburse the Master Servicer or any Servicer from
               Insurance Proceeds relating to a particular Mortgage Loan for
               insured expenses incurred with respect to such Mortgage Loan and
               to reimburse the Master Servicer or such Servicer from
               Liquidation Proceeds from a particular Mortgage Loan for
               Liquidation Expenses incurred with respect to such Mortgage Loan;
               provided that the Master Servicer or such Servicer shall not be
               entitled to reimbursement for Liquidation Expenses with respect
               to a Mortgage Loan to the extent that (i) any amounts with
               respect to such Mortgage Loan were paid as Excess Liquidation
               Proceeds pursuant to clause (xi) of this Subsection (a) to the
               Master Servicer or such Servicer; and (ii) such Liquidation
               Expenses were not included in the computation of such Excess
               Liquidation Proceeds;

               (iv) to pay the Master Servicer or any Servicer, as appropriate,
               from Liquidation Proceeds or Insurance Proceeds received in
               connection with the liquidation of any Mortgage Loan, the amount
               which it or such Servicer would have been entitled to receive
               under subclause (ix) of this Subsection


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<PAGE>



               3.24(a) as servicing compensation on account of each defaulted
               scheduled payment on such Mortgage Loan if paid in a timely
               manner by the related Mortgagor;

               (v) to pay the Master Servicer or any Servicer from the
               Repurchase Price for any Mortgage Loan, the amount which it or
               such Servicer would have been entitled to receive under subclause
               (ix) of this Subsection (a) as servicing compensation;

               (vi) to reimburse the Master Servicer or any Servicer for
               advances of funds, and the right to reimbursement pursuant to
               this subclause being limited to amounts received on the related
               Mortgage Loan (including, for this purpose, the Repurchase Price
               therefor, Insurance Proceeds and Liquidation Proceeds) which
               represent late recoveries of the payments for which such advances
               were made;

               (vii) to reimburse the Master Servicer or any Servicer for any
               Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
               after a Realized Loss has been allocated with respect to the
               related Mortgage Loan if the P&I Advance or Servicing Advance has
               not been reimbursed pursuant to clauses (i) and (vi);

               (viii) to pay the [______________] Fee to [______________], the
               Credit Risk Management Fee to the Credit Risk Manager and the fee
               payable to [______________] under the [______________] Custodial
               Agreement;

               (ix) to pay the Servicing Fee to the Servicers and the Master
               Servicing Fee to the Master Servicer for such Distribution Date
               and the amount of any income or gain realized from investments of
               funds on deposit in the Distribution Account pursuant to Section
               3.14 hereof; to reimburse the Master Servicer for expenses, costs
               and liabilities incurred by and reimbursable to it pursuant to
               Sections 3.03, 6.03 and 10.01;

               (x) to pay to the Master Servicer, as additional servicing
               compensation, any Excess Liquidation Proceeds to the extent not
               retained by the related Servicer;

               (xi) to reimburse or pay any Servicer any such amounts as are due
               thereto under the applicable Servicing Agreement and have not
               been retained by or paid to the Servicer, to the extent provided
               in the related Servicing Agreement, or to reimburse or pay any
               Advance Facility Counterparty to the extent provided in Section
               3.31 hereof;

               (xii) to reimburse the Trustee and the Securities Administrator
               for expenses, costs and liabilities incurred by or reimbursable
               to such parties pursuant to this Agreement;


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               (xiii) to reimburse the Custodians for expenses, costs and
               liabilities incurred or reimbursable to them pursuant to the
               Custodial Agreements;

               (xiv) to remove amounts deposited in error; and

               (xv) to clear and terminate the Distribution Account pursuant to
               Section 9.01.

          (b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(vi), inclusive, and (viii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section
3.23(b).

          (c) On each Distribution Date, the Trustee shall distribute the
Available Distribution Amount to the Holders of the Certificates in accordance
with Section 4.01 and the applicable instructions of the Securities
Administrator.

          SECTION 3.27 Reserve Fund.

          (a) No later than the Closing Date, the Trustee shall establish and
maintain a separate, segregated trust account titled, "[_____________]." On the
Closing Date, the Depositor will deposit, or cause to be deposited, into the
Reserve Fund $[_________].

          (b) On each Distribution Date as to which there is a Basis Risk
Shortfall amount or an Unpaid Basis Risk Shortfall amount payable to the Class A
Certificates or the Mezzanine Certificates, the Trustee has been directed by the
Class CE Certificateholders to, and therefore will, deposit into the Reserve
Fund the amounts described in Section 4.01(a)(4)(xii), rather than distributing
such amounts to the Class CE Certificateholders. On each such Distribution Date,
the Trustee shall hold all such amounts for the benefit of the Holders of the
Class A Certificates and the Mezzanine Certificates, and will distribute such
amounts to the Holders of the Class A Certificates and the Mezzanine
Certificates in the amounts and priorities set forth in Section 4.01(a). If no
Basis Risk Shortfall amounts or Unpaid Basis Risk Shortfall amounts are payable
on a Distribution Date, the Trustee shall deposit into the Reserve Fund on
behalf of the Class CE Certificateholders, from amounts otherwise distributable
to the Class CE Certificateholders, an amount such that when added to other
amounts already on deposit in the Reserve Fund, the aggregate amount on deposit
therein is equal to $[_________].

          (c) For federal and state income tax purposes, the Class CE
Certificateholders will be deemed to be the owners of the Reserve Fund and all
amounts deposited into the Reserve Fund (other than the initial deposit therein
of $[_________]) shall be treated as amounts distributed by REMIC III to the
Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or
the payment in full of the Class A Certificates and the Mezzanine Certificates,
all amounts remaining on deposit in the Reserve Fund will be released by the
Trust Fund and distributed to the Class CE


                                      -73-

<PAGE>



Certificateholders or their designees. The Reserve Fund will be part of the
Trust Fund but not part of any REMIC and any payments to the Holders of the
Class A Certificates or the Mezzanine Certificates of Basis Risk Shortfall
amounts or Unpaid Basis Risk Shortfall amounts will not be payments with respect
to a "regular interest" in a REMIC within the meaning of Code Section
860(G)(a)(1).

          (d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Reserve Fund the amounts described above on each
Distribution Date as to which there is any Basis Risk Shortfall amount or Unpaid
Basis Risk Shortfall amount rather than distributing such amounts to the Class
CE Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

          (e) At the direction of the Holders of a majority in Percentage
Interest in the Class CE Certificates, the Trustee shall direct any depository
institution maintaining the Reserve Fund to invest the funds in such account in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee
or an Affiliate manages or advises such investment, and (ii) no later than the
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if the Trustee or an Affiliate manages or advises such
investment. If no investment direction of the Holders of a majority in
Percentage Interest in the Class CE Certificates with respect to the Reserve
Fund is received by the Trustee, the Trustee shall invest the funds in such
account in Permitted Investments managed by the Trustee or an Affiliate of the
kind described in clause (vi) of the definition of Permitted Investments. All
income and gain earned upon such investment shall be deposited into the Reserve
Fund.

          (f) For federal tax return and information reporting, the right of the
Class A Certificateholders and the Mezzanine Certificateholders to receive
payments from the Reserve Fund in respect of any Basis Risk Shortfall amount of
Unpaid Basis Risk Shortfall amount shall be assigned a value of zero.

          SECTION 3.28 Duties of the Credit Risk Manager.

          The Depositor appoints [___________________] as Credit Risk Manager.
For and on behalf of the Depositor, and the Trustee, the Credit Risk Manager
will provide reports and recommendations concerning Mortgage Loans that are past
due, as to which there has been commencement of foreclosure, as to which there
has been forbearance in exercise of remedies which are in default, as to which a
Mortgagor is the subject of bankruptcy, receivership, or an arrangement of
creditors, or as to which have become REO Properties, and as to the collection
of any Prepayment Charges with respect to the Mortgage Loans. Such reports and
recommendations will be based upon information provided to the Credit Risk
Manager pursuant to the Credit Risk Management Agreement and the Credit Risk
Manager shall look solely to the related Servicer for all information and data
(including loss and delinquency information and data) and loan level information
and data relating to the servicing of the Mortgage Loans. If the Credit Risk
Manager is no longer able to


                                      -74-

<PAGE>



perform its duties hereunder, the Depositor shall terminate the Credit Risk
Manager and cause the appointment of a successor Credit Risk Manager. Upon any
termination of the Credit Risk Manager or the appointment of a successor Credit
Risk Manager, the Depositor shall give written notice thereof to the Master
Servicer, the Servicers, the Trustee and each Rating Agency. Notwithstanding the
foregoing, the termination of the Credit Risk Manager pursuant to this Section
3.28 shall not become effective until the appointment of a successor Credit Risk
Manager.

          SECTION 3.29 Limitation Upon Liability of the Credit Risk Manager.

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

          SECTION 3.30 Prepayment Penalty Verification.

     On or prior to each Servicer Remittance Date, each Servicer shall, to the
extent provided in the respective Servicing Agreement, provide in an electronic
format acceptable to the Master Servicer the data necessary for the Master
Servicer to perform its verification duties set forth in this Section 3.30. The
Master Servicer or a third party reasonably acceptable to the Master Servicer
and the Depositor (the "Verification Agent") will perform such verification
duties and will use its best efforts to issue its findings in a report (the
"Verification Report") delivered to the Master Servicer and the Depositor within
ten (10) Business Days following the related Distribution Date; provided,
however, that if the Verification Agent is unable to issue the Verification
Report within ten (10) Business Days following the Distribution Date, the
Verification Agent may issue and deliver to the Master Servicer and the
Depositor the Verification Report upon the completion of its verification
duties. The Master Servicer shall forward the Verification Report to the
respective Servicer and shall notify such Servicer if the Master Servicer has
determined that such Servicer did not deliver the appropriate Prepayment Charges
to the Master Servicer in accordance with the respective Servicing Agreement.
Such written notification from the Master Servicer shall include the loan
number, prepayment penalty code and prepayment penalty amount as calculated by
the Master Servicer or the Verification Agent, as applicable, of each Mortgage
Loan for which there is a discrepancy. If the respective Servicer agrees with
the verified amounts, such Servicer shall adjust the immediately succeeding
Remittance Report and the amount remitted to the Master Servicer with respect to
prepayments accordingly. If the respective Servicer disagrees with the
determination of the Master Servicer, such Servicer shall, within five (5)
Business Days of its receipt of the Verification Report, notify the Master
Servicer of such disagreement and provide the Master Servicer with detailed


                                      -75-

<PAGE>



information to support such Servicer's position. The respective Servicer and the
Master Servicer shall cooperate to resolve any discrepancy on or prior to the
immediately succeeding Servicer Remittance Date, and such Servicer will indicate
the effect of such resolution on the related Remittance Report and shall adjust
the amount remitted with respect to prepayments on such Servicer Remittance Date
accordingly.

     During such time as the respective Servicer and the Master Servicer are
resolving discrepancies with respect to the Prepayment Charges, no payments in
respect of any disputed Prepayment Charges will be remitted to the Master
Servicer Collection Account and the Master Servicer shall not be obligated to
remit such payments, unless otherwise required pursuant to Section 7.01 hereof.
In connection with such duties, the Master Servicer shall be able to rely solely
on the information provided to it by the respective Servicer in accordance with
this Section. The Master Servicer shall not be responsible for verifying the
accuracy of any of the information provided to it by the respective Servicer.

     SECTION 3.31 Servicing Advance Facility

     (a) Each Servicer is hereby authorized to enter into any facility with any
Person (any such Person, an "Advance Facility Counterparty") which provides that
the Servicer may pledge or sell its rights to receive reimbursement of Advances
pursuant to this Agreement ("Advance Reimbursement Rights") pursuant to credit
facilities, repurchase facilities, or similar facilities providing liquidity for
the funding of Servicing Advances or P&I Advances (collectively "Advances"),
including facilities providing that such Advance Facility Counterparty may make
all or a portion of the Advances (any such facility, an "Advance Facility"),
although no Advance Facility shall reduce or otherwise affect the Servicer's
obligations to fund such Advances. If so required pursuant to the terms of an
Advance Facility, to the extent that an Advance Facility Counterparty makes all
or a portion of any Advance, the Advance Facility Counterparty and the Servicer
shall provide the Master Servicer and the Trustee with notice acknowledged by
the Servicer that such Advance Facility Counterparty is entitled to
reimbursement, such Advance Facility Counterpary shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided.
Such notice from the Advance Facility Counterparty and the Servicer must specify
the amount of the reimbursement. The Trustee and the Master Servicer shall be
entitled to rely without independent investigation on the Advance Facility
Counterparty's statement with respect to the amount of any reimbursement
pursuant to this Section 3.31 and with respect to the Advance Facility
Counterparty's statement with respect to the Section of this Agreement which
permits the Advance to be reimbursed. An Advance Facility Counterparty whose
obligations are limited to the making of Advances will not be deemed to be a
Subservicer under this Agreement.

     (b) If so required pursuant to the terms of an Advance Facility, the
Servicer may direct, and if so directed the Trustee and the Master Servicer are
hereby authorized to and shall pay or cause to be paid to the Advance Facility
Counterparty (i) reimbursements for Advances; and (ii) all or such portion of
the Servicing Fee as may be so specified in the Advance Facility, that would
otherwise be payable to the Servicer pursuant to this Agreement or the Servicing
Agreement.

     (c) Upon request of the Servicer, the Trustee and the Master Servicer
agrees to execute such acknowledgments, certificates, and other documents
recognizing the interests of any Advance


                                      -76-

<PAGE>



Facility Counterparty in such Advance Reimbursement Rights as the Servicer may
cause to be made subject to Advance Facilities pursuant to this Section, and
such other documents in connection with such Advance Facilities as may be
reasonably requested from time to time by any Advance Facility Counterparty. The
implementation of the arrangement described in this Section shall not require
the consent of Certificateholders, Certificate Owners, the Master Servicer or
the Trustee.



                                      -77-

<PAGE>





                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

     SECTION 4.01 Distributions.

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

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

          (ii) to the Holders of the REMIC I Regular Interest I-LTP, on the
     Distribution Date immediately following the expiration of the latest
     Prepayment Charge term as identified on the Mortgage Loan Schedule or any
     Distribution Date thereafter until $[_________] has been distributed
     pursuant to this clause;

          (iii) on each Distribution Date, the remainder of the Available
     Distribution Amount for such Distribution Date after the distributions made
     pursuant to clause (i) and clause (ii) above to the Holders of REMIC I
     Regular Interest I-LTA until the Uncertificated Balance of REMIC I Regular
     Interest I-LTA is reduced to zero; and

          (iv) to the Holders of the Class R-I Certificates, any amounts
     remaining after the distributions pursuant to clauses (i) through (iii)
     above.

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

          (B) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC II to REMIC III on account of
the REMIC II Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class R-II Certificates, as the case may be:

          (i) first, to the Holders of REMIC II Regular Interest II-LTIO, in an
     amount equal to (A) the Uncertificated Interest for such Distribution Date,
     plus (B) any amounts in respect thereof remaining unpaid from previous
     Distribution Dates and then to Holders of REMIC II Regular Interest
     II-LTAA, REMIC Regular Interest II-LTA, REMIC II Regular Interest II-LTM1,
     REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
     II Regular Interest II-LTM4, REMIC II Regular Interest II-LTZZ and REMIC II
     Regular


                                      -78-

<PAGE>



     Interest II-LTP, pro rata, in an amount equal to (A) the Uncertificated
     Accrued Interest for such Distribution Date, plus (B) any amounts in
     respect thereof remaining unpaid from previous Distribution Dates. Amounts
     payable as Uncertificated Interest in respect of REMIC II Regular Interest
     II-LTZZ shall be reduced when the REMIC II Overcollateralization Amount is
     less than the REMIC II Required Overcollateralization Amount, by the lesser
     of (x) the amount of such difference and (y) the Maximum II-LTZZ
     Uncertificated Interest Deferral Amount and such amount will be payable to
     the Holders of REMIC II Regular Interest II-LTA, REMIC II Regular Interest
     II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
     II-LTM3 and REMIC II Regular Interest II-LTM3 in the same proportion as the
     Overcollateralization Increase Amount is allocated to the Corresponding
     Certificates;

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

          (a) to the Holders of REMIC II Regular Interest II-LTAA, [______]% of
such remainder, until the Uncertificated Balance of such Uncertificated REMIC II
Regular Interest is reduced to zero;

          (b) to the Holders of REMIC II Regular Interest II-LTA, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3 and REMIC II Regular Interest II-LTM4, [______]% of such
remainder, in the same proportion as principal payments are allocated to the
Corresponding Certificates, until the Uncertificated Balances of such REMIC II
Regular Interests are reduced to zero;

          (c) to the Holders of REMIC II Regular Interest II-LTZZ, [______]% of
such remainder, until the Uncertificated Balance of such REMIC II Regular
Interest is reduced to zero;

          (d) to the Holders of REMIC II Regular Interest II-LTP, on the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter until $[_________] has been distributed pursuant to this clause; then

          (e) any remaining amount to the Holders of the Class R-II
Certificates; and

          (iii) third, to REMIC II Regular Interest II-LTP, [______]% of the
     amount paid in respect of REMIC I Regular Interest I-LTP;

provided, however, that [______]% and [______]% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to Holders of REMIC II Regular Interest II-LTAA and REMIC II Regular Interest
II-LTZZ, respectively.

          (2) On each Distribution Date, prior to making the distributions set
forth below, the Trustee shall withdraw the [______________] Fee from the
Distribution Account and pay such amount to [______________], based on
information received from the Securities Administrator.


                                      -79-

<PAGE>



On each Distribution Date, based upon instructions of the Securities
Administrator, the Trustee shall withdraw from the Distribution Account an
amount equal to the Interest Remittance Amount and make the following
disbursements and transfers in the order of priority described below, in each
case to the extent of the Interest Remittance Amount remaining for such
Distribution Date:

               FIRST, concurrently, to the Holders of the Class A Certificates
               and the Class A- IO Certificates, the Senior Interest
               Distribution Amount allocable to each such class;

               SECOND, to the Holders of the Class M-1 Certificates, the
               Interest Distribution Amount allocable to the Class M-1
               Certificates;

               THIRD, to the Holders of the Class M-2 Certificates, the Interest
               Distribution Amount allocable to the Class M-2 Certificates;

               FOURTH, to the Holders of the Class M-3 Certificates, the
               Interest Distribution Amount allocable to the Class M-3
               Certificates; and

               FIFTH, to the Holders of the Class M-4 Certificates, the Interest
               Distribution Amount allocable to the Class M-4 Certificates.

          (3) On each Distribution Date, based upon instructions of the
Securities Administrator, the Trustee shall withdraw from the Distribution
Account an amount equal to the Principal Distribution Amount and distribute to
the Certificateholders the following amounts, in the following order of
priority:

               (i) On each Distribution Date (a) prior to the Stepdown Date or
     (b) on which a Trigger Event is in effect, the Principal Distribution
     Amount shall be distributed in the following order of priority;

               FIRST, to the Holders of the Class A Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               SECOND, to the Holders of the Class M-1 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               THIRD, to the Holders of the Class M-2 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               FOURTH, to the Holders of the Class M-3 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero; and

               FIFTH, to the Holders of the Class M-4 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero.



                                      -80-

<PAGE>



               (ii) On each Distribution Date (a) on or after the Stepdown Date
     and (b) on which a Trigger Event is not in effect, the Principal
     Distribution Amount shall be distributed in the following order of
     priority;

               FIRST, to the Class A Certificates, the lesser of (x) the
               Principal Distribution Amount and (y) the Class A Principal
               Distribution Amount, until the Certificate Principal Balance of
               the Class A Certificates has been reduced to zero;

               SECOND, to the Class M-1 Certificates, the lesser of (x) the
               excess of (i) the Principal Distribution Amount over (ii) the
               amount distributed to the Holders of the Class A Certificates
               pursuant to clause FIRST above and (y) the Class M-1 Principal
               Distribution Amount, until the Certificate Principal Balance of
               such Class has been reduced to zero;

               THIRD, to the Class M-2 Certificates, the lesser of (x) the
               excess of (i) the Principal Distribution Amount over (ii) the sum
               of the amounts distributed to the Holders of the Class A
               Certificates pursuant to clause FIRST above and to the Holders of
               the Class M-1 Certificates pursuant to clause SECOND above and
               (y) the Class M-2 Principal Distribution Amount until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               FOURTH, to the Class M-3 Certificates, the lesser of (x) the
               excess of (i) the Principal Distribution Amount over (ii) the sum
               of the amounts distributed to the Holders of the Class A
               Certificates pursuant to clause FIRST above, to the Holders of
               the Class M-1 Certificates pursuant to clause SECOND above and to
               the Holders of the Class M-2 Certificates pursuant to clause
               THIRD above and (y) the Class M-3 Principal Distribution Amount,
               until the Certificate Principal Balance of such Class has been
               reduced to zero; and

               FIFTH, to the Class M-4 Certificates, the lesser of (x) the
               excess of (i) the Principal Distribution Amount over (ii) the sum
               of the amounts distributed to the Holders of the Class A
               Certificates pursuant to clause FIRST above, to the Holders of
               the Class M-1 Certificates pursuant to clause SECOND above, to
               the Holders of the Class M-2 Certificates pursuant to clause
               THIRD above and to the Holders of the Class M-3 Certificates
               pursuant to clause FOURTH above and (y) the Class M-4 Principal
               Distribution Amount, until the Certificate Principal Balance of
               such Class has been reduced to zero.


          (4) On each Distribution Date, the Net Monthly Excess Cashflow (or, in
the case of clause (i) below, the Net Monthly Excess Cashflow exclusive of any
Overcollateralization Reduction Amount) shall be distributed as follows:

               (i) to the Holders of the Class or Classes of Certificates then
               entitled to receive distributions in respect of principal, in an
               amount equal to any Extra


                                      -81-

<PAGE>



               Principal Distribution Amount, payable to such Holders in
               accordance with the priorities set forth in (a) below;

               (ii) to the Holders of the Class M-1 Certificates, in an amount
               equal to the Interest Carry Forward Amount allocable to such
               Class of Certificates;

               (iii) to the Holders of the Class M-2 Certificates, in an amount
               equal to the Interest Carry Forward Amount allocable to such
               Class of Certificates;

               (iv) to the Holders of the Class M-3 Certificates, in an amount
               equal to the Interest Carry Forward Amount allocable to such
               Class of Certificates;

               (v) to the Holders of the Class M-4 Certificates, in an amount
               equal to the Interest Carry Forward Amount allocable to such
               Class of Certificates;

               (vi) to the Holders of the Class A Certificates and the Class
               A-IO Certificates, in an amount equal to the aggregate of any
               Prepayment Interest Shortfalls (to the extent not covered by
               payments pursuant to Section 3.20) and any Relief Act Interest
               Shortfall, in each case that were allocated to such Class for
               such Distribution Date and for any prior Distribution Date, to
               the extent not previously reimbursed pursuant to Section 1.02;

               (vii) to the Holders of the Class M-1 Certificates, in an amount
               equal to the aggregate of any Prepayment Interest Shortfalls (to
               the extent not covered by payments pursuant to Section 3.20) and
               any Relief Act Interest Shortfall, in each case that were
               allocated to such Class for such Distribution Date and for any
               prior Distribution Date, to the extent not previously reimbursed,
               pursuant to Section 1.02;

               (viii) to the Holders of the Class M-2 Certificates, in an amount
               equal to the aggregate of any Prepayment Interest Shortfalls (to
               the extent not covered by payments pursuant to Section 3.20) and
               any Relief Act Interest Shortfall, in each case that were
               allocated to such Class for such Distribution Date and for any
               prior Distribution Date, to the extent not previously reimbursed
               pursuant to Section 1.02;

               (ix) to the Holders of the Class M-3 Certificates, in an amount
               equal to the aggregate of any Prepayment Interest Shortfalls (to
               the extent not covered by payments pursuant to Section 3.20) and
               any Relief Act Interest Shortfall, in each case that were
               allocated to such Class for such Distribution Date and for any
               prior Distribution Date, to the extent not previously reimbursed
               pursuant to Section 1.02;

               (x) to the Holders of the Class M-4 Certificates, in an amount
               equal to the aggregate of any Prepayment Interest Shortfalls (to
               the extent not covered by payments pursuant to Section 3.20) and
               any Relief Act Interest Shortfall, in


                                      -82-

<PAGE>



               each case that were allocated to such Class for such Distribution
               Date and for any prior Distribution Date, to the extent not
               previously reimbursed pursuant to Section 1.02;

               (xi) to the Reserve Fund from amounts otherwise payable to the
               Class CE Certificates, and then from the Reserve Fund to the
               Class A, Class M-1, Class M-2, Class M-3 and Class M-4
               Certificates, in that order, in an amount equal to the unpaid
               amount of any Basis Risk Shortfall for each such Class for such
               Distribution Date and any Unpaid Basis Risk Shortfall for each
               such Class for such Distribution Date;

               (xii) to the Reserve Fund, the amount required by Section
               3.27(b);

               (xiii) to the Holders of the Class CE Certificates, the Interest
               Distribution Amount and any Overcollateralization Reduction
               Amount for such Distribution Date; and

               (xiv) to the Holders of the Class R-III Certificates, any
               remaining amounts; provided that if such Distribution Date is the
               Distribution Date immediately following the expiration of the
               latest Prepayment Charge term as identified on the Mortgage Loan
               Schedule or any Distribution Date thereafter, then any such
               remaining amounts will be distributed first, to the Holders of
               the Class P Certificates, until the Certificate Principal Balance
               thereof has been reduced to zero; and second, to the Holders of
               the Class R-III Certificates.

     On each Distribution Date, after making the distributions of the Available
Distribution Amount as set forth above, the Trustee will FIRST, withdraw from
the Reserve Fund all income from the investment of funds in the Reserve Fund and
distribute such amount to the Holders of the Class CE Certificates, and SECOND,
withdraw from the Reserve Fund, to the extent of amounts remaining on deposit
therein, the amount of any Basis Risk Shortfall or Unpaid Basis Risk Shortfall
for such Distribution Date and distribute such amount FIRST, to the Class A
Certificates; SECOND, to the Class M-1 Certificates, THIRD, to the Class M-2
Certificates, FOURTH, to the Class M-3 Certificates and FIFTH, to the Class M-4
Certificates, in each case to the extent to the extent any Basis Risk Shortfall
amount or Unpaid Basis Risk Shortfall amount is allocable to each such Class.

          (b) (i) On each Distribution Date (a) prior to the Stepdown Date or
(b) on which a Trigger Event is in effect, the Extra Principal Distribution
Amount shall be distributed in the following order of priority;

               FIRST, to the Holders of the Class A Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               SECOND, to the Holders of the Class M-1 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;



                                      -83-

<PAGE>



               THIRD, to the Holders of the Class M-2 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               FOURTH, to the Holders of the Class M-3 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero; and

               FIFTH, to the Holders of the Class M-4 Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero.

               (ii) On each Distribution Date (a) on or after the Stepdown Date
          and (b) on which a Trigger Event is not in effect, the Extra Principal
          Distribution Amount shall be distributed in the following order of
          priority;

               FIRST, the lesser of (x) the Principal Distribution Amount and
               (y) the Class A Principal Distribution Amount, shall be
               distributed to the Holders of the Class A Certificates, until the
               Certificate Principal Balance of such Class has been reduced to
               zero;

               SECOND, the lesser of (x) the excess of (i) the Principal
               Distribution Amount over (ii) the amount distributed to the
               Holders of the Class A Certificates pursuant to clause FIRST
               above and (y) the Class M-1 Principal Distribution Amount, shall
               be distributed to the Holders of the Class M-1 Certificates,
               until the Certificate Principal Balance of such Class has been
               reduced to zero;

               THIRD, the lesser of (x) the excess of (i) the Principal
               Distribution Amount over (ii) the sum of the amounts distributed
               to the Holders of the Class A Certificates pursuant to clause
               FIRST above and to the Holders of the Class M-1 Certificates
               pursuant to clause SECOND above and (y) the Class M-2 Principal
               Distribution Amount, shall be distributed to the Holders of the
               Class M-2 Certificates, until the Certificate Principal Balance
               of such Class has been reduced to zero;

               FOURTH, the lesser of (x) the excess of (i) the Principal
               Distribution Amount over (ii) the sum of the amounts distributed
               to the Holders of the Class A Certificates pursuant to clause
               FIRST above, to the Holders of the Class M-1 Certificates
               pursuant to clause SECOND above and to the Holders of the Class
               M-2 Certificates pursuant to clause THIRD above and (y) the Class
               M-3 Principal Distribution Amount, shall be distributed to the
               Holders of the Class M-3 Certificates, until the Certificate
               Principal Balance of such Class has been reduced to zero; and

               FIFTH, the lesser of (x) the excess of (i) the Principal
               Distribution Amount over (ii) the sum of the amounts distributed
               to the Holders of the Class A Certificates pursuant to clause
               FIRST above, to the Holders of the Class M-1 Certificates
               pursuant to clause SECOND above, to the Holders of the Class M-2
               Certificates pursuant to clause THIRD above and to the Holders of
               the Class


                                      -84-

<PAGE>



               M-4 Certificates pursuant to clause FOURTH above and (y) the
               Class M-4 Principal Distribution Amount, shall be distributed to
               the Holders of the Class M-4 Certificates, until the Certificate
               Principal Balance of such Class has been reduced to zero.

          (c) On each Distribution Date, the Trustee shall withdraw any amounts
then on deposit in the Distribution Account that represent Prepayment Charges
shall distribute such amounts to the Class P Certificateholders as described
above.

          (d) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date will
be made to the Holders of the respective Class of record on the related Record
Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting
the final distribution on such Class), based on the aggregate Percentage
Interest represented by their respective Certificates, and shall be made by wire
transfer of immediately available funds to the account of any such Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the
registered owner of Certificates having an initial aggregate Certificate
Principal Balance that is in excess of the lesser of (i) $[_________] or (ii)
two-thirds of the initial Certificate Principal Balance of such Class of
Certificates, or otherwise by check mailed by first class mail to the address of
such Holder appearing in the Certificate Register. The final distribution on
each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office of the Trustee or
such other location specified in the notice to Certifcateholders of such final
distribution.

          Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trustee,
the Depositor, the Securities Administrator or the Master Servicer shall have
any responsibility therefor except as otherwise provided by this Agreement or
applicable law.

          (e) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. None of the Holders of
any Class of Certificates, the Trustee, the Securities Administrator or the
Master Servicer shall in any way be responsible or liable to the Holders of any
other Class of Certificates in respect of amounts properly previously
distributed on the Certificates.

          (f) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trustee shall, no later than
three (3) days before the related Distribution Date, mail to each Holder on such
date of such Class of Certificates a notice to the effect that:


                                      -85-

<PAGE>




          (i) the Trustee expects that the final distribution with respect to
     such Class of Certificates will be made on such Distribution Date but only
     upon presentation and surrender of such Certificates at the office of the
     Trustee therein specified, and

          (ii) no interest shall accrue on such Certificates from and after the
     end of the related Interest Accrual Period.

          Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trustee and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01 (e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to the remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Depositor all such amounts, and all
rights of non-tendering Certificateholders in or to such amounts shall thereupon
cease. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust by the Trustee as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e). Any such amounts held in trust by the Trustee shall
be held in an Eligible Account and the Trustee may direct any depository
institution maintaining such account to invest the funds in one or more
Permitted Investments. All income and gain realized from the investment of funds
deposited in such accounts held in trust by the Trustee shall be for the benefit
of the Trustee; provided, however, that the Trustee shall deposit in such
account the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon the
realization of such loss.

          (g) Notwithstanding anything to the contrary herein, in no event shall
the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount both
(a) allocated to such Certificate in respect of Realized Losses pursuant to
Section 4.04 and (b) distributed to the Holder of such Certificate in reduction
of the Certificate Principal Balance thereof pursuant to this Section 4.01 from
Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated
Balance of a REMIC Regular Interest be reduced more than once in respect of any
particular amount both (a) allocated to such REMIC Regular Interest in respect
of Realized Losses pursuant to Section 4.04 and (b) distributed on such REMIC
Regular Interest in reduction of the Uncertificated Balance thereof pursuant to
this Section 4.01.




                                      -86-

<PAGE>



     SECTION 4.02. Statements to Certificateholders.

     On each Distribution Date, the Securities Administrator shall provide or
make available, upon request to each Holder of the Regular Certificates, a
statement as to the distributions made on such Distribution Date setting forth:

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

          (ii) the amount of the distribution made on such Distribution Date to
     the Holders of the Certificates of each Class allocable to interest;

          (iii) the aggregate Servicing Fee received by each Servicer and Master
     Servicing Fee received by the Master Servicer during the related Due Period
     and such other customary information as the Securities Administrator deems
     necessary or desirable, or which a Certificateholder reasonably requests,
     to enable Certificateholders to prepare their tax returns;

          (iv) the aggregate amount of P&I Advances for such Distribution Date;

          (v) Reserved;

          (vi) the number, aggregate principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     Mortgage Loans as of the related Due Date;

          (vii) the number and aggregate unpaid principal balance of Mortgage
     Loans (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c)
     delinquent 90 or more days, in each case, as of the last day of the
     preceding calendar month, (d) as to which foreclosure proceedings have been
     commenced and (e) with respect to which the related Mortgagor has filed for
     protection under applicable bankruptcy laws, with respect to whom
     bankruptcy proceedings are pending or with respect to whom bankruptcy
     protection is in force;

          (viii) with respect to any Mortgage Loan that became an REO Property
     during the preceding calendar month, the loan number of such Mortgage Loan,
     the unpaid principal balance and the Scheduled Principal Balance of such
     Mortgage Loan;

          (ix) the book value of any REO Property as of the close of business on
     the last Business Day of the calendar month preceding the Distribution
     Date;

          (x) the aggregate amount of Principal Prepayments made during the
     related Prepayment Period and the aggregate amount of any Prepayment
     Charges (or payments by the Servicers in respect of any waived Prepayment
     Charges) received in respect thereof;



                                      -87-

<PAGE>



          (xi) the aggregate amount of Realized Losses incurred during the
     related Prepayment Period (or, in the case of Bankruptcy Losses allocable
     to interest, during the related Due Period), separately identifying whether
     such Realized Losses constituted Bankruptcy Losses and the aggregate amount
     of Realized Losses incurred since the Closing Date;

          (xii) the aggregate amount of extraordinary Trust Fund expenses
     withdrawn from the Master Servicer Collection Account or the Distribution
     Account for such Distribution Date;

          (xiii) the aggregate Certificate Principal Balance of each Class of
     Certificates, after giving effect to the distributions, and allocations of
     Realized Losses, made on such Distribution Date, separately identifying any
     reduction thereof due to allocations of Realized Losses;

          (xiv) the Certificate Factor for each such Class of Certificates
     applicable to such Distribution Date;

          (xv) the Interest Distribution Amount in respect of the Class A
     Certificates, the Class A-IO Certificates, the Mezzanine Certificates and
     the Class CE Certificates for such Distribution Date and the Interest Carry
     Forward Amount, if any, with respect to the Class A Certificates, the Class
     A-IO Certificates and the Mezzanine Certificates on such Distribution Date,
     and in the case of the Class A Certificates, the Class A-IO Certificates
     and the Mezzanine Certificates, separately identifying any reduction
     thereof due to allocations of Realized Losses, Prepayment Interest
     Shortfalls, Relief Act Interest Shortfalls and Basis Risk Shortfalls;

          (xvi) the aggregate amount of any Prepayment Interest Shortfall for
     such Distribution Date, to the extent not covered by payments by the Master
     Servicer pursuant to Section 3.20;

          (xvii) the aggregate amount of Relief Act Interest Shortfalls for such
     Distribution Date;

          (xviii) the Required Overcollateralization Amount and the Credit
     Enhancement Percentage for such Distribution Date;

          (xix) the Overcollateralization Increase Amount, if any, for such
     Distribution Date;

          (xx) the Overcollateralization Reduction Amount, if any, for such
     Distribution Date;

          (xxi) the Basis Risk Shortfall, if any, for such Distribution Date;

          (xxii) the Unpaid Basis Risk Shortfalls, if any, outstanding after
     reimbursements therefor on such Distribution Date;


                                      -88-

<PAGE>




          (xxiii) the respective Pass-Through Rates applicable to the Class A
     Certificates, the Mezzanine Certificates and the Class CE Certificates for
     such Distribution Date and the Pass-Through Rate applicable to the Class A
     Certificates and the Mezzanine Certificates for the Distribution Date;

          (xxiv) the balance of the Reserve Fund prior to the deposit or
     withdrawal of any amounts on such Distribution Date;

          (xxv) the amount of any withdrawal from the Reserve Fund pursuant to
     Section 4.01(a)(4)(xii);

          (xxvi) the balance of the Reserve Fund after all deposits and
     withdrawals on such Distribution Date;

          (xxvii) the Loss Severity Percentage with respect to each Mortgage
     Loan;

          (xxviii) the Aggregate Loss Severity Percentage;

          (xxix) (A) the dollar amount of payments received related to claims
     under the [______________] PMI Policy during the related Prepayment Period
     (and the number of Mortgage Loans to which such payments related) and (B)
     the cumulative amount of payments received related to claims under the
     [______________] PMI Policy since the Closing Date (and the number of
     Mortgage Loans to which such payments related); and

          (xxx) (A) the dollar amount of claims made under the [______________]
     PMI Policy that were denied during the Prepayment Period (and the number of
     Mortgage Loans to which such denials related) and (B) the dollar amount of
     the cumulative claims made under the [______________] PMI Policy that were
     denied since the Closing Date (and the number of Mortgage Loans to which
     such denials related).

     The Securities Administrator will make such statement (and, at its option,
any additional files containing the same information in an alternative format)
available each month to the Certificateholders, the Trustee and the Rating
Agencies via the Securities Administrator's internet website. The Securities
Administrator's internet website shall initially be located at [______________]
and assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at [______________]. Parties that are
unable to use the above distribution options are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Securities Administrator shall have the right to change the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Securities
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes.

     In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed as a dollar amount per Single
Certificate of the relevant Class.



                                      -89-

<PAGE>



     Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was a Holder of a Regular Certificate a statement containing the information set
forth in subclauses (i) through (iii) above, aggregated for such calendar year
or applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time are in
force.

     Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each Person who at any time during the calendar year
was a Holder of a Residual Certificate a statement setting forth the amount, if
any, actually distributed with respect to the Residual Certificates, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder.

     The Securities Administrator shall, upon request, furnish to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide.

     On each Distribution Date the Securities Administrator shall provide
Bloomberg Financial Markets, L.P. ("Bloomberg") CUSIP level factors for each
class of Certificates as of such Distribution Date, using a format and media
mutually acceptable to the Securities Administrator and Bloomberg.

     SECTION 4.03. Remittance Reports; P&I Advances.

          (a) Two Business Days prior to each Distribution Date, the Securities
Administrator shall deliver to the Trustee by telecopy (or by such other means
as the Securities Administrator and the Trustee may agree from time to time) a
Remittance Report with respect to the related Distribution Date. The Trustee
shall not be responsible to recompute, recalculate or verify any information
provided to it by the Securities Administrator. Notwithstanding the foregoing,
in connection with any Principal Prepayment on any Mortgage Loan listed on
Schedule 1 hereto, the Master Servicer shall verify that the related Prepayment
Charge was delivered to the Master Servicer for deposit in the Master Servicer
Collection Account in the amount set forth on such Schedule 1 in accordance with
Section 3.30.

          (b) If the Monthly Payment on a Mortgage Loan that was due on a
related Due Date and is delinquent other than as a result of interest shortfalls
due to bankruptcy proceedings or application of the Relief Act and for which the
related Servicer was required to make an advance pursuant to the related
Servicing Agreement exceeds the amount deposited in the Master Servicer
Collection Account which will be used for an advance with respect to such
Mortgage Loan, the Master Servicer will deposit in the Master Servicer
Collection Account not later than the Distribution Account Deposit Date
immediately preceding the related Distribution Date an amount equal to such
deficiency, net of the Servicing Fee for such Mortgage Loan except to the extent
the Master Servicer


                                      -90-

<PAGE>



determines any such advance to be nonrecoverable from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such P&I
Advance was made. Any amounts held for future distribution and so used shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Master Servicer Collection Account on or
before any future Distribution Account Deposit Date to the extent that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Distribution Account Deposit
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date
if such amounts held for future distributions had not been so used to make P&I
Advances. Subject to the foregoing, the Master Servicer shall continue to make
such P&I Advances through the date that the related Servicer is required to do
so under its Servicing Agreement. If applicable, on the Distribution Account
Deposit Date, the Master Servicer shall present an Officer's Certificate to the
Trustee (i) stating that the Master Servicer elects not to make a Monthly
Advance in a stated amount and (ii) detailing the reason it deems the advance to
be nonrecoverable. The Trustee will provide notice to the Master Servicer by
telecopy by the close of business on the Business Day prior to the Distribution
Date in the event that the amount remitted by the Master Servicer to the Trustee
on such date is less than the P&I Advances required to be made by the Master
Servicer for the related Distribution Date.

     SECTION 4.04. Allocation of Realized Losses.

          (a) No later than two Business Days prior to each Distribution Date,
the Master Servicer shall determine based solely on information provided by the
related Servicer as to each Mortgage Loan and REO Property: (i) the total amount
of Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses; and (iii)
the respective portions of such Realized Losses allocable to interest and
allocable to principal. No later than two Business Days prior to each
Distribution Date, the Master Servicer shall also determine as to each Mortgage
Loan: (i) the total amount of Realized Losses, if any, incurred in connection
with any Deficient Valuations made during the related Prepayment Period; and
(ii) the total amount of Realized Losses, if any, incurred in connection with
Debt Service Reductions in respect of Monthly Payments due during the related
Due Period.

          (b) All Realized Losses on the Mortgage Loans allocated to any REMIC I
Regular Interest pursuant to Section 4.04(c) on the Mortgage Loans shall be
allocated by the Master Servicer on each Distribution Date as follows: first, to
Net Monthly Excess Cashflow; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, third, to the
Class M-4 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and sixth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero. All Realized Losses to be
allocated to the Certificate Principal Balances of all Classes on any
Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above. All references above to the Certificate
Principal Balance of any Class of Certificates shall be to the Certificate
Principal Balance of such Class immediately


                                      -91-

<PAGE>



prior to the relevant Distribution Date, before reduction thereof by any
Realized Losses, in each case to be allocated to such Class of Certificates, on
such Distribution Date.

          Any allocation of Realized Losses to a Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated; any allocation of Realized Losses to a Class
CE Certificates shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(a)(4)(xiii). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the Class
A Certificates or the Class P Certificates.

          As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the, Certificates of such Class
in proportion to the Percentage Interests evidenced thereby.

          (c) All Realized Losses on the Mortgage Loans shall be allocated by
the Trustee on each Distribution Date to REMIC I Regular Interest I-LTA until
the Uncertificated Balance thereof has been reduced to zero.

          (d) All Realized Losses on the REMIC I Regular Interests shall be
allocated by the Trustee on each Distribution Date to the following REMIC II
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC II Regular Interest II-LTAA and
REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC
II Interest Loss Allocation Amount, [______]% and [______]%, respectively;
second, to the Uncertificated Balances of the REMIC II Regular Interest II-LTAA
and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the
REMIC II Principal Loss Allocation Amount, [______]% and [______]%,
respectively; third, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II Regular Interest
II-LTZZ, [______]%, [______]% and [______]%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM4 has been reduced to
zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM3 and REMIC II Regular Interest
II-LTZZ, [______]%, [______]% and [______]%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM3 has been reduced to
zero; fifth to the Uncertificated Balances of REMIC II Regular Interest II-LTA,
REMIC II Regular Interest II-LTM2 and REMIC II Regular Interest II-LTZZ,
[______]%, [______]% and [______]%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM2 has been reduced to zero; and sixth
to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM1 and REMIC II Regular Interest II-LTZZ, [______]%,
[______]% and [______]%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM1 has been reduced to zero.

     SECTION 4.05. Compliance with Withholding Requirements.



                                      -92-

<PAGE>



     Notwithstanding any other provision of this Agreement, the Trustee shall
comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.




                                      -93-

<PAGE>



                                    ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01. The Certificates.

          (a) The Certificates in the aggregate will represent the entire
beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I.

          The Certificates will be substantially in the forms annexed hereto as
Exhibits A-1 through A-6. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in all
rights of the related Class.

          Upon original issue, the Certificates shall be executed, authenticated
and delivered by the Trustee to and upon the order of the Depositor. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trust by the Trustee by an authorized signatory. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trust, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided herein
executed by the Trustee by manual signature, and such certificate of
authentication shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

          (b) The Class A Certificates, the Class A-IO Certificates and the
Mezzanine Certificates shall initially be issued as one or more Certificates
held by the Book-Entry Custodian or, if appointed to hold such Certificates as
provided below, the Depository and registered in the name of the Depository or
its nominee and, except as provided below, registration of such Certificates may
not be transferred by the Trustee except to another Depository that agrees to
hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their respective Ownership
Interests in and to such Certificates through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to definitive,
fully registered Certificates ("Definitive Certificates") in respect of such
Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. The Trustee is hereby
initially appointed as the Book-Entry Custodian and hereby agrees to act as such
in accordance herewith and in accordance with the agreement that it has with the
Depository authorizing it to act as such. The Book-Entry Custodian may, and, if
it is no longer qualified to act as such, the Book-Entry Custodian shall,
appoint, by a written instrument delivered to the Depositor, the Master Servicer
and, if the Trustee is not the


                                      -94-

<PAGE>



Book-Entry Custodian, the Trustee, any other transfer agent (including the
Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor Trustee
or, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.

          The Trustee, the Master Servicer, the Securities Administrator and the
Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

          If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the Depository
or (iii) after the occurrence of a Master Servicer Event of Default, Certificate
Owners representing in the aggregate not less than 51% of the Ownership
Interests of the Book-Entry Certificates advise the Trustee through the
Depository, in writing, that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Certificate Owners, the
Trustee shall notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
applicable, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall cause the Definitive Certificates to
be issued. Such Definitive Certificates will be issued in minimum denominations
of $[_________] except that any beneficial ownership that was represented by a
Book-Entry Certificate in an amount less than $[_________] immediately prior to
the issuance of a Definitive Certificate shall be issued in a minimum
denomination equal to the amount represented by such Book-Entry Certificate.
None of the Depositor, the Master Servicer or the Trustee shall be liable for
any delay in the delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed upon or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Trustee, to the extent applicable with respect to such Definitive
Certificates, and the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.



                                      -95-

<PAGE>



     SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.11, a Certificate Register for the Certificates in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided.

          (b) No transfer of any Class CE Certificate, Class P Certificate or
Residual Certificate shall be made unless that transfer is made pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "1933 Act"), and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. In the event that such a transfer of a Class CE
Certificate, Class P Certificate or Residual Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor), the Trustee shall require
receipt of: (i) if such transfer is purportedly being made in reliance upon Rule
144A under the 1933 Act, written certifications from the Certificateholder
desiring to effect the transfer and from such Certificateholder's prospective
transferee, substantially in the form attached hereto as Exhibit B-1; (ii) if
such transfer is purportedly being made in reliance upon Rule 501(a) under the
1933 Act, written certifications from the Certificateholder desiring to effect
the transfer and from such Certificateholder's prospective transferee,
substantially in the form attached hereto as Exhibit B-2 and (iii) in all other
cases, an Opinion of Counsel satisfactory to the Trustee that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Securities Administrator, the Master Servicer in its capacity as such or any
Servicer), together with copies of the written certification(s) of the
Certificateholder desiring to effect the transfer and/or such
Certificateholder's prospective transferee upon which such Opinion of Counsel is
based, if any. Neither of the Depositor nor the Trustee is obligated to register
or qualify any such Certificates under the 1933 Act or any other securities laws
or to take any action not otherwise required under this Agreement to permit the
transfer of such Certificates without registration or qualification. Any
Certificateholder desiring to effect the transfer of any such Certificate shall,
and does hereby agree to, indemnify the Trustee, the Depositor, the Securities
Administrator and the Master Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

          (c) No transfer of a Class CE Certificate, Class P Certificate or a
Residual Certificate or any interest therein shall be made to any Plan subject
to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on behalf of any such Plan or any Person acquiring such Certificates with "Plan
Assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor,
the Trustee and the Master Servicer are provided with an Opinion of Counsel
which establishes to the satisfaction of the Depositor, the Trustee, the
Securities Administrator and the Master Servicer that the purchase of such
Certificates is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Securities Administrator,
the Trustee or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense


                                      -96-

<PAGE>



of the Depositor, the Master Servicer, the Trustee, the Securities Administrator
or the Trust Fund. An Opinion of Counsel will not be required in connection with
the initial transfer of any such Certificate by the Depositor to an affiliate of
the Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets) and the Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

          (d) (i) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Residual Certificate are expressly subject to the following provisions:

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

                    (B) In connection with any proposed Transfer of any
               Ownership Interest in a Residual Certificate, the Trustee shall
               require delivery to it, and shall not register the Transfer of
               any Residual Certificate until its receipt of, an affidavit and
               agreement (a "Transfer Affidavit and Agreement," in the form
               attached hereto as Exhibit B-3) from the proposed Transferee, in
               form and substance satisfactory to the Trustee, representing and
               warranting, among other things, that such Transferee is a
               Permitted Transferee, that it is not acquiring its Ownership
               Interest in the Residual Certificate that is the subject of the
               proposed Transfer as a nominee, trustee or agent for any Person
               that is not a Permitted Transferee, that for so long as it
               retains its Ownership Interest in a Residual Certificate, it will
               endeavor to remain a Permitted Transferee, and that it has
               reviewed the provisions of this Section 5.02(d) and agrees to be
               bound by them.

                    (C) Notwithstanding the delivery of a Transfer Affidavit and
               Agreement by a proposed Transferee under clause (B) above, if a
               Responsible Officer of the Trustee who is assigned to this
               transaction has actual knowledge that the proposed Transferee is
               not a Permitted Transferee, no Transfer of an Ownership Interest
               in a Residual Certificate to such proposed Transferee shall be
               effected.

                    (D) Each Person holding or acquiring any Ownership Interest
               in a Residual Certificate shall agree (x) to require a Transfer
               Affidavit and Agreement from any other Person to whom such Person
               attempts to transfer


                                      -97-

<PAGE>



               its Ownership Interest in a Residual Certificate and (Y) not to
               transfer its Ownership Interest unless it provides a Transferor
               Affidavit (in the form attached hereto as Exhibit B-2) to the
               Trustee stating that, among other things, it has no actual
               knowledge that such other Person is not a Permitted Transferee.

                    (E) Each Person holding or acquiring an Ownership Interest
               in a Residual Certificate, by purchasing an Ownership Interest in
               such Certificate, agrees to give the Trustee written notice that
               it is a "pass-through interest holder" within the meaning of
               temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
               immediately upon acquiring an Ownership Interest in a Residual
               Certificate, if it is, or is holding an Ownership Interest in a
               Residual Certificate on behalf of, a "pass-through interest
               holder."

               (ii) The Trustee will register the Transfer of any Residual
          Certificate only if it shall have received the Transfer Affidavit and
          Agreement and all of such other documents as shall have been
          reasonably required by the Trustee as a condition to such
          registration. In addition, no Transfer of a Residual Certificate shall
          be made unless the Trustee shall have received a representation letter
          from the Transferee of such Certificate to the effect that such
          Transferee is a Permitted Transferee.

               (iii) (A) If any purported Transferee shall become a Holder of a
          Residual Certificate in violation of the provisions of this Section
          5.02(d), then the last preceding Permitted Transferee shall be
          restored, to the extent permitted by law, to all rights as holder
          thereof retroactive to the date of registration of such Transfer of
          such Residual Certificate. The Trustee shall be under no liability to
          any Person for any registration of Transfer of a Residual Certificate
          that is in fact not permitted by this Section 5.02(d) or for making
          any payments due on such Certificate to the holder thereof or for
          taking any other action with respect to such holder under the
          provisions of this Agreement.

                    (B) If any purported Transferee shall become a holder of a
               Residual Certificate in violation of the restrictions in this
               Section 5.02(d) and to the extent that the retroactive
               restoration of the rights of the holder of such Residual
               Certificate as described in clause (iii)(A) above shall be
               invalid, illegal or unenforceable, then the Trustee shall have
               the right, without notice to the holder or any prior holder of
               such Residual Certificate, to sell such Residual Certificate to a
               purchaser selected by the Trustee on such terms as the Trustee
               may choose. Such purported Trustee shall promptly endorse and
               deliver each Residual Certificate in accordance with the
               instructions of the Trustee. Such purchaser may be the Trustee
               itself or any Affiliate of the Trustee. The proceeds of such
               sale, net of the commissions (which may include commissions
               payable to the Trustee or its Affiliates), expenses and taxes
               due, if any, will be remitted by the Trustee to such purported
               Transferee. The terms and conditions of any sale under this
               clause (iii)(B) shall be determined in the sole discretion of the
               Trustee, and the Trustee shall


                                      -98-

<PAGE>



               not be liable to any Person having an Ownership Interest in a
               Residual Certificate as a result of its exercise of such
               discretion.

               (iv) The Trustee shall make available to the Internal Revenue
          Service and those Persons specified by the REMIC Provisions all
          information necessary to compute any tax imposed (A) as a result of
          the Transfer of an Ownership Interest in a Residual Certificate to any
          Person who is a Disqualified Organization, including the information
          described in Treasury regulations sections 1.860D-1(b)(5) and
          1.860E-2(a)(5) with respect to the "excess inclusions" of such
          Residual Certificate and (B) as a result of any regulated investment
          company, real estate investment trust, common trust fund, partnership,
          trust, estate or organization described in Section 1381 of the Code
          that holds an Ownership Interest in a Residual Certificate having as
          among its record holders at any time any Person which is a
          Disqualified Organization. Reasonable compensation for providing such
          information may be accepted by the Trustee.

               (v) The provisions of this Section 5.02(d) set forth prior to
          this subsection (v) may be modified, added to or eliminated, provided
          that there shall have been delivered to the Trustee at the expense of
          the party seeking to modify, add to or eliminate any such provision
          the following:

                    (A) written notification from each Rating Agency to the
               effect that the modification, addition to or elimination of such
               provisions will not cause such Rating Agency to downgrade its
               then-current ratings of any Class of Certificates; and

                    (B) an Opinion of Counsel, in form and substance
               satisfactory to the Trustee, to the effect that such modification
               of, addition to or elimination of such provisions will not cause
               any Trust REMIC to cease to qualify as a REMIC and will not cause
               any Trust REMIC, as the case may be, to be subject to an
               entity-level tax caused by the Transfer of any Residual
               Certificate to a Person that is not a Permitted Transferee or a
               Person other than the prospective transferee to be subject to a
               REMIC-tax caused by the Transfer of a Residual Certificate to a
               Person that is not a Permitted Transferee.

          (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.11, the Trustee shall
execute, authenticate and deliver, in the name of the designated Transferee or
Transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.

          (f) At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.11. Whenever any Certificates are so surrendered


                                      -99-

<PAGE>



for exchange, the Trustee shall execute, authenticate and deliver, the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Trustee) be duly endorsed by, or be accompanied by
a written instrument of transfer in the form satisfactory to the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing.

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

          (h) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Trustee in accordance with its customary
procedures.

     SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

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

     SECTION 5.04. Persons Deemed Owners.

     The Depositor, the Master Servicer, the Securities Administrator, the
Trustee and any agent of any of them may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any agent of any of them shall be affected by
notice to the contrary.

     SECTION 5.05. Certain Available Information.

     On or prior to the date of the first sale of any Class CE Certificate,
Class P Certificate or Residual Certificate to an Independent third party, the
Depositor shall provide to the Securities Administrator ten copies of any
private placement memorandum or other disclosure document used by the Depositor
in connection with the offer and sale of such Certificate. In addition, if any
such private placement memorandum or disclosure document is revised, amended or
supplemented at any time following the delivery thereof to the Securities
Administrator, the Depositor promptly shall


                                      -100-

<PAGE>



inform the Securities Administrator of such event and shall deliver to the
Securities Administrator ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Securities
Administrator shall maintain at its office as set forth in Section 11.05 hereof
and shall make available free of charge during normal business hours for review
by any Holder of a Certificate or any Person identified to the Securities
Administrator as a prospective transferee of a Certificate, originals or copies
of the following items: (i) in the case of a Holder or prospective transferee of
a Class CE Certificate, Class P Certificate or Residual Certificate, the related
private placement memorandum or other disclosure document relating to such Class
of Certificates, in the form most recently provided to the Securities
Administrator; and (ii) in all cases, (A) this Agreement and any amendments
hereof entered into pursuant to Section 11.01, (B) all monthly statements
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, and all other notices, reports, statements
and written communications delivered to the Certificateholders of the relevant
Class pursuant to this Agreement since the Closing Date and (C) any copies of
all officers' certificates delivered to the Securities Administrator by the
Trustee prepared by the Master Servicer or any Servicer since the Closing Date
to evidence such Person's determination that any P&I Advance or Servicing
Advance was, or if made, would be a Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance. Copies and mailing of any and all of the foregoing items will
be available from the Securities Administrator or the Trustee upon request at
the expense of the Person requesting the same.




                                      -101-

<PAGE>



                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

     SECTION 6.01. Liability of the Depositor and the Master Servicer.

     The Depositor and the Master Servicer each shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement upon them in their respective capacities as Depositor and Master
Servicer and undertaken hereunder by the Depositor and the Master Servicer
herein.

     SECTION 6.02. Merger or Consolidation of the Depositor or the Master
Servicer.

     Subject to the following paragraph, the Depositor will keep in full effect
its existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its formation. The Depositor
and the Master Servicer each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

     The Depositor or the Master Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, the Rating Agencies' ratings of the Class A
Certificates, the Class A-IO Certificates and the Mezzanine Certificates in
effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies).

     SECTION 6.03. Limitation on Liability of the Depositor, the Master
Servicer, the Servicers, the Securities Administrator and Others.

     None of the Depositor, the Master Servicer, the Securities Administrator,
the Servicers or any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, the Securities Administrator or the Servicers
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement or the Servicing Agreements, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer, the Securities Administrator or any such person
against any breach of warranties, representations or covenants made herein or in
the Servicing Agreements, or against any specific liability imposed on the
Master Servicer, the Securities Administrator or the Servicers pursuant hereto
or pursuant to the Servicing Agreements, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad


                                      -102-

<PAGE>



faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder or under the Servicing Agreements.
The Depositor, the Master Servicer, the Securities Administrator, the Servicers
and any director, officer, employee or agent of the Depositor, the Master
Servicer, the Securities Administrator or the Servicers may rely in good faith
on any document of any kind which, PRIMA FACIE, is properly executed and
submitted by any Person respecting any matters arising hereunder or under the
Servicing Agreements. The Depositor, the Master Servicer, the Servicers, the
Securities Administrator and any director, officer, employee or agent of the
Depositor, the Master Servicer, the Servicers or the Securities Administrator
shall be indemnified and held harmless by the Trust Fund against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement, the Certificates or any Servicing Agreement, or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the Master
Servicer, the Securities Administrator or any Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement or the applicable
Servicing Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor, the Master Servicer
and the Securities Administrator may in its discretion undertake any such action
which it may deem necessary or desirable with respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom (except any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Master Servicer and the Securities
Administrator shall be entitled to be reimbursed therefor from the Master
Servicer Collection Account as and to the extent provided in Article III, any
such right of reimbursement being prior to the rights of the Certificateholders
to receive any amount in the Master Servicer Collection Account.

     SECTION 6.04 Limitation on Resignation of the Master Servicer.

     The Master Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee. No resignation of the Master
Servicer shall become effective until the Trustee or a successor Master Servicer
shall have assumed the Master Servicer's responsibilities, duties, liabilities
(other than those liabilities arising prior to the appointment of such
successor) and obligations under this Agreement.

     SECTION 6.05 Assignment of Master Servicing.

     The Master Servicer may sell and assign its rights and delegate its duties
and obligations in its entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified to
service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth
of not less than $[_________] (unless otherwise approved by each Rating Agency
pursuant to clause (ii) below); (c)


                                      -103-

<PAGE>



shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, 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 it as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee; and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an officer's certificate and an Opinion of Independent
counsel, each stating that all conditions precedent to such action under this
Agreement have been completed and such action is permitted by and complies with
the terms of this Agreement. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.

     SECTION 6.06 Rights of the Depositor in Respect of the Master Servicer.

     The Master Servicer shall afford the Depositor and the Trustee, upon
reasonable notice, during normal business hours, access to all records
maintained by the Master Servicer in respect of the Master Servicer's rights and
obligations hereunder and access to officers of the Master Servicer responsible
for such obligations. Upon request, the Master Servicer shall furnish to the
Depositor and the Trustee the most recent financial statements of its parent and
such other information relating to the Master Servicer's capacity to perform its
obligations under this Agreement as it possesses. To the extent such information
is not otherwise available to the public, the Depositor and the Trustee shall
not disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer's written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies
or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over the
Depositor, the Trustee or the Trust, and in any case, the Depositor or the
Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.




                                      -104-

<PAGE>



                                   ARTICLE VII

                                     DEFAULT

     SECTION 7.01. Master Servicer Events of Default.

          (a) "Master Servicer Event of Default," wherever used herein, means
any one of the following events:

               (i) any failure by the Master Servicer to remit to the Trustee
     for distribution to the Certificateholders any payment (other than a P&I
     Advance required to be made from its own funds on any Distribution Account
     Deposit Date pursuant to Section 4.03) required to be made under the terms
     of the Certificates and this Agreement which continues unremedied for a
     period of one Business Day after the date upon which written notice of such
     failure, requiring the same to be remedied, shall have been given to the
     Master Servicer by the Depositor or the Trustee (in which case notice shall
     be provided by telecopy), or to the Master Servicer, the Depositor, the
     Trustee and by the Holders of Certificates entitled to at least 25% of the
     Voting Rights; or

               (ii) any failure on the part of the Master Servicer duly to
     observe or perform in any material respect any other of the covenants or
     agreements on the part of the Master Servicer contained in this Agreement,
     or the breach by the Master Servicer of any representation and warranty
     contained in Section 2.05, which continues unremedied for a period of 30
     days after the date on which written notice of such failure, requiring the
     same to be remedied, shall have been given to the Master Servicer by the
     Depositor or the Trustee or to the Master Servicer, the Depositor and the
     Trustee by the Holders of Certificates entitled to at least 25% of the
     Voting Rights; or

               (iii) a decree or order of a court or agency or supervisory
     authority having jurisdiction in the premises in an involuntary case under
     any present or future federal or state bankruptcy, insolvency or similar
     law or the appointment of a conservator or receiver or liquidator in any
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceeding, or for the winding-up or liquidation of its affairs,
     shall have been entered against the Master Servicer and such decree or
     order shall have remained in force undischarged or unstayed for a period of
     90 days; or

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

               (v) the Master Servicer shall admit in writing its inability to
     pay its debts generally as they become due, file a petition to take
     advantage of any applicable insolvency or reorganization statute, make an
     assignment for the benefit of its creditors, or voluntarily suspend payment
     of its obligations; or



                                      -105-

<PAGE>



               (vi) any failure of the Master Servicer to make any P&I Advance
     on any Distribution Account Deposit Date required to be made from its own
     funds pursuant to Section 4.03 which continues unremedied until 3:00 p.m.
     New York time on the Business Day immediately following the Distribution
     Account Deposit Date.

If a Master Servicer Event of Default described in clauses (i) through (vi) of
this Section shall occur, then, and in each and every such case, so long as such
Master Servicer Event of Default shall not have been remedied, the Depositor or
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Depositor if given by the Trustee or
to the Trustee if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer in its capacity as Master Servicer under this
Agreement, to the extent permitted by law, and in and to the Mortgage Loans and
the proceeds thereof. If a Master Servicer Event of Default described in clause
(vi) hereof shall occur, the Trustee shall, by notice in writing to the Master
Servicer and the Depositor, terminate all of the rights and obligations of the
Master Servicer in its capacity as Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof. On or after the receipt by
the Master Servicer of such written notice, all authority and power of the
Master Servicer under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section,
and, without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver, on behalf of and at the
expense of the Master Servicer, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees promptly (and in any event no later than
ten Business Days subsequent to such notice) to provide the Trustee with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, the transfer within one
Business Day to the Trustee for administration by it of all cash amounts which
at the time shall be or should have been credited by the Master Servicer to the
Master Servicer Collection Account held by or on behalf of the Master Servicer
or thereafter be received with respect to the Mortgage Loans or any REO Property
(provided, however, that the Master Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the date of such termination, whether in respect of P&I Advances or otherwise,
and shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such termination, with respect to events occurring prior to
such termination). For purposes of this Section 7.01, the Trustee shall not be
deemed to have knowledge of a Master Servicer Event of Default unless a
Responsible Officer of the Trustee assigned to and working in the Trustee's
Corporate Trust Office has actual knowledge thereof or unless written notice of
any event which is in fact such a Master Servicer Event of Default is received
by the Trustee and such notice references the Certificates, the Trust or this
Agreement.

     SECTION 7.02. Trustee to Act; Appointment of Successor.

          (a) (1) On and after the time the Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master


                                      -106-

<PAGE>



Servicer under this Agreement and the transactions set forth or provided for
herein, and all the responsibilities, duties and liabilities relating thereto
and arising thereafter shall be assumed by the Trustee (except for any
representations or warranties of the Master Servicer under this Agreement, the
responsibilities, duties and liabilities contained in Section 2.03 and the
obligation to deposit amounts in respect of losses pursuant to Section 3.23(c))
by the terms and provisions hereof including, without limitation, the Master
Servicer's obligations to make P&I Advances pursuant to Section 4.03; provided,
however, that if the Trustee is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trustee
shall not be obligated to make P&I Advances pursuant to Section 4.03; and
provided further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee as successor to
the Master Servicer hereunder. As compensation therefor, the Trustee shall be
entitled to the Master Servicing Fee and all funds relating to the Mortgage
Loans to which the Master Servicer would have been entitled if it had continued
to act hereunder. Notwithstanding the above and subject to Section 7.02(a)(2)
below, the Trustee may, if it shall be unwilling to so act, or shall, if it is
unable to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans or if the Holders of Certificates entitled to at least
51% of the Voting Rights so request in writing promptly appoint or petition a
court of competent jurisdiction to appoint, an established mortgage loan
servicing institution acceptable to each Rating Agency and having a net worth of
not less than $[_________], as the successor to the Master Servicer under this
Agreement in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer under this Agreement.

          (2) No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; PROVIDED,
HOWEVER, that no such compensation shall be in excess of that permitted the
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Pending appointment of a successor to the Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided. The transition costs and expenses incurred by the Trustee
in connection with the replacement of the Master Servicer shall be reimbursed
out of the Trust.

          (b) If the Master Servicer fails to remit to the Trustee for
distribution to the Certificateholders any payment required to be made under the
terms of this Agreement (for purposes of this Section 7.02(b), a "Remittance")
because the Master Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of such Remittance is prohibited by Section 362
of the federal Bankruptcy Code or other similar law applicable to the Master
Servicer, the Trustee shall, upon notice of such prohibition, immediately become
the successor Master Servicer, regardless of whether a notice of termination
under Section 7.01 has been given, and advance the amount of such Remittance by
depositing such amount in the Distribution Account on the related Distribution
Date. The Trustee shall be obligated to make such advance only if (i) such
advance, in the good faith judgment of the Trustee can reasonably be expected to
be ultimately recoverable from Stayed Funds and (ii) the Trustee is not
prohibited by law from making such advance or obligating itself to do so.


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<PAGE>



Upon remittance of the Stayed Funds to the Trustee or the deposit thereof in the
Distribution Account by the Master Servicer, a trustee in bankruptcy or a
federal bankruptcy court, the Trustee may recover the amount so advanced,
without interest, by withdrawing such amount from the Distribution Account;
however, nothing in this Agreement shall be deemed to affect the Trustee's
rights to recover from the Master Servicer's own funds interest on the amount of
any such advance. If the Trustee at any time makes an advance under this
Subsection which it later determines in its good faith judgment will not be
ultimately recoverable from the Stayed Funds with respect to which such advance
was made, the Trustee shall be entitled to reimburse itself for such advance,
without interest, by withdrawing from the Distribution Account, out of amounts
on deposit therein, an amount equal to the portion of such advance attributable
to the Stayed Funds. During such time as the Trustee acts as the successor
Master Servicer, it shall be entitled to the Master Servicing Fee and all funds
relating to the Mortgage Loans to which the Master Servicer would have been
entitled as set forth in Section 7.02(a).

     SECTION 7.03. Notification to Certificateholders.

          (a) Upon any termination of the Master Servicer pursuant to Section
7.01 above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.

          (b) Not later than the later of 60 days after the occurrence of any
event, which constitutes or which, with notice or lapse of time or both, would
constitute a Master Servicer Event of Default or five days after a Responsible
Officer of the Trustee becomes aware of the occurrence of such an event, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such occurrence, unless such default or Master Servicer Event of Default shall
have been cured or waived.

     SECTION 7.04. Waiver of Master Servicer Events of Default.

     The Holders representing at least 66% of the Voting Rights evidenced by all
Classes of Certificates affected by any default or Master Servicer Event of
Default hereunder may waive such default or Master Servicer Event of Default;
PROVIDED, HOWEVER, that a default or Master Servicer Event of Default under
clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of
the Regular Certificates. Upon any such waiver of a default or Master Servicer
Event of Default, such default or Master Servicer Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other default or Master
Servicer Event of Default or impair any right consequent thereon except to the
extent expressly so waived.




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<PAGE>



                                  ARTICLE VIII

             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     SECTION 8.01. Duties of Trustee and Securities Administrator.

     The Trustee, prior to the occurrence of a Master Servicer Event of Default
and after the curing or waiver of all Master Servicer Events of Default which
may have occurred, and the Securities Administrator each undertake to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee and the Securities Administrator, respectively. During
the continuance of a Master Servicer Event of Default, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee enumerated in this Agreement shall
not be construed as a duty.

     Each of the Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to it, which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Securities Administrator, as the case may
be, shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, the
Securities Administrator will provide notice to the Trustee thereof and the
Trustee will provide notice to the Certificateholders.

     No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; PROVIDED, HOWEVER, that:

               (i) Prior to the occurrence of a Master Servicer Event of
          Default, and after the curing or waiver of all such Master Servicer
          Events of Default which may have occurred with respect to the Trustee
          and at all times with respect to the Securities Administrator, the
          duties and obligations of the Trustee shall be determined solely by
          the express provisions of this Agreement, neither the Trustee nor the
          Securities Administrator shall be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Agreement, no implied covenants or obligations shall be read into this
          Agreement against the Trustee or the Securities Administrator and, in
          the absence of bad faith on the part of the Trustee or the Securities
          Administrator, respectively, the Trustee or the Securities
          Administrator, respectively, may conclusively rely, as to the truth of
          the statements and the correctness of the opinions expressed therein,
          upon any certificates or opinions furnished to the Trustee or the
          Securities Administrator, respectively, that conform to the
          requirements of this Agreement;



                                      -109-

<PAGE>



               (ii) Neither the Trustee nor the Securities Administrator shall
          be personally liable for an error of judgment made in good faith by a
          Responsible Officer or Responsible Officers of the Trustee or an
          officer or officers of the Securities Administrator, respectively,
          unless it shall be proved that the Trustee or the Securities
          Administrator, respectively, was negligent in ascertaining the
          pertinent facts; and

               (iii) Neither the Trustee nor the Securities Administrator shall
          be personally liable with respect to any action taken, suffered or
          omitted to be taken by it in good faith in accordance with the
          direction of the Holders of Certificates entitled to at least 25% of
          the Voting Rights relating to the time, method and place of conducting
          any proceeding for any remedy available to the Trustee or the
          Securities Administrator or exercising any trust or power conferred
          upon the Trustee or the Securities Administrator under this Agreement.

     SECTION 8.02. Certain Matters Affecting Trustee and Securities
Administrator.

          (a) Except as otherwise provided in Section 8.01:

               (i) The Trustee and the Securities Administrator may request and
          rely upon and shall be protected in acting or refraining from acting
          upon any resolution, Officers' Certificate, certificate of auditors or
          any other certificate, statement, instrument, opinion, report, notice,
          request, consent, order, appraisal, bond or other paper or document
          reasonably believed by it to be genuine and to have been signed or
          presented by the proper party or parties;

               (ii) The Trustee and the Securities Administrator may consult
          with counsel of its selection and any advice of such counsel or any
          Opinion of Counsel shall be full and complete authorization and
          protection in respect of any action taken or suffered or omitted by it
          hereunder in good faith and in accordance with such advice or Opinion
          of Counsel;

               (iii) Neither the Trustee nor the Securities Administrator shall
          be under any obligation to exercise any of the trusts or powers vested
          in it by this Agreement or to institute, conduct or defend any
          litigation hereunder or in relation hereto at the request, order or
          direction of any of the Certificateholders, pursuant to the provisions
          of this Agreement, unless such Certificateholders shall have offered
          to the Trustee or the Securities Administrator, as the case may be,
          reasonable security or indemnity satisfactory to it against the costs,
          expenses and liabilities which may be incurred therein or thereby;
          nothing contained herein shall, however, relieve the Trustee of the
          obligation, upon the occurrence of a Master Servicer Event of Default
          (which has not been cured or waived), to exercise such of the rights
          and powers vested in it by this Agreement, and to use the same degree
          of care and skill in their exercise as a prudent person would exercise
          or use under the circumstances in the conduct of such person's own
          affairs;



                                      -110-

<PAGE>



               (iv) Neither the Trustee nor the Securities Administrator shall
          be personally liable for any action taken, suffered or omitted by it
          in good faith and believed by it to be authorized or within the
          discretion or rights or powers conferred upon it by this Agreement;

               (v) Prior to the occurrence of a Master Servicer Event of Default
          hereunder and after the curing or waiver of all Master Servicer Events
          of Default which may have occurred with respect to the Trustee and at
          all times with respect to the Securities Administrator, neither the
          Trustee nor the Securities Administrator shall be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          consent, order, approval, bond or other paper or document, unless
          requested in writing to do so by the Holders of Certificates entitled
          to at least 25% of the Voting Rights; PROVIDED, HOWEVER, that if the
          payment within a reasonable time to the Trustee or the Securities
          Administrator of the costs, expenses or liabilities likely to be
          incurred by it in the making of such investigation is, in the opinion
          of the Trustee or the Securities Administrator, as applicable, not
          reasonably assured to the Trustee or the Securities Administrator by
          such Certificateholders, the Trustee or the Securities Administrator,
          as applicable, may require reasonable indemnity satisfactory to it
          against such expense, or liability from such Certificateholders as a
          condition to taking any such action;

               (vi) The Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder either directly or by or
          through agents or attorneys and the Trustee shall not be responsible
          for any misconduct or negligence on the part of any agent or attorney
          appointed with due care by it hereunder;

               (vii) The Trustee shall not be personally liable for any loss
          resulting from the investment of funds held in the Master Servicer
          Collection Account at the direction of the Master Servicer pursuant to
          Section 3.23(c), for any loss resulting from the investment of funds
          held in the Reserve Fund at the direction of the Holder of the Class
          CE Certificate or for any loss resulting from the redemption or sale
          of any such investment as therein authorized;

               (viii) Neither the Trustee nor the Securities Administrator shall
          be liable for any action taken, suffered, or omitted to be taken by it
          in good faith and reasonably believed by it to be authorized or within
          the discretion or rights or powers conferred upon it by this
          Agreement;

               (ix) the Trustee shall not be deemed to have notice of any
          default or Master Servicer Event of Default unless a Responsible
          Officer of the Trustee has knowledge thereof or unless written notice
          of any event which is in fact such a default is received by the
          Trustee at the Corporate Trust Office of the Trustee, and such notice
          references the Certificates and this Agreement; and



                                      -111-

<PAGE>



               (x) the rights, privileges, protections, immunities and benefits
          given to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, each agent,
          custodian and other Person employed to act hereunder.

          (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

     SECTION 8.03. Trustee and Securities Administrator not Liable for
Certificates or Mortgage Loans.

     The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Trustee on the Certificates,
the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.12) shall be taken as
the statements of the Depositor and neither the Trustee nor the Securities
Administrator assumes any responsibility for their correctness. Neither the
Trustee nor the Securities Administrator makes any representations or warranties
as to the validity or sufficiency of this Agreement (other than as specifically
set forth in Section 8.12) or of the Certificates (other than the signature of
the Trustee and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Master Servicer Collection Account by the
Master Servicer, other than any funds held by or on behalf of the Trustee in
accordance with Section 3.23 and 3.24.

     SECTION 8.04. Trustee and Securities Administrator May Own Certificates.

     Each of the Trustee and the Securities Administrator in its individual
capacity or any other capacity may become the owner or pledgee of Certificates
and may transact business with other interested parties and their Affiliates
with the same rights it would have if it were not Trustee or the Securities
Administrator.

     SECTION 8.05. Fees and Expenses of Trustee and Securities Administrator.

     The fees of the Trustee and the Securities Administrator hereunder and of
[______________] under the [______________] Custodial Agreement shall be paid in
accordance with a side letter agreement with the Master Servicer and at the sole
expense of the Master Servicer. In addition, the Trustee, the Securities
Administrator and any director, officer, employee or agent of the Trustee and
the Securities Administrator shall be indemnified by the Trust and held harmless
against any loss, liability or expense (including reasonable attorney's fees and
expenses) incurred by the Trustee or the Securities Administrator in connection
with any claim or legal action or any pending or threatened claim or legal
action arising out of or in connection with the acceptance or administration of
its respective obligations and duties under this Agreement, including other
agreements related


                                      -112-

<PAGE>



hereto, other than any loss, liability or expense (i) for which the Trustee is
indemnified by the Master Servicer, (ii) that constitutes a specific liability
of the Trustee or the Securities Administrator pursuant to Section 10.01(g) or
(iii) any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of duties hereunder by reason of
reckless disregard of obligations and duties hereunder. The Master Servicer
agrees to indemnify the Trustee, from, and hold the Trustee harmless against,
any loss, liability or expense (including reasonable attorney's fees and
expenses) incurred by the Trustee by reason of the Master Servicer's willful
misfeasance, bad faith or gross negligence in the performance of its duties
under this Agreement or by reason of the Master Servicer's reckless disregard of
its obligations and duties under this Agreement. Such indemnity shall survive
the termination or discharge of this Agreement and the resignation or removal of
the Trustee. Any payment hereunder made by the Master Servicer to the Trustee
shall be from the Master Servicer's own funds, without reimbursement from REMIC
I therefor.

     SECTION 8.06. Eligibility Requirements for Trustee and Securities
Administrator.

     The Trustee and the Securities Administrator shall at all times be a
corporation or an association (other than the Depositor, any Originator, the
Seller, the Master Servicer or any Affiliate of the foregoing) organized and
doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $[_________] (or a member of a bank holding
company whose capital and surplus is at least $[_________]) and subject to
supervision or examination by federal or state authority. If such corporation or
association publishes reports of conditions at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of conditions so published. In
case at any time the Trustee or the Securities Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee or the Securities Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section 8.07.

     SECTION 8.07. Resignation and Removal of Trustee and Securities
Administrator.

     The Trustee and the Securities Administrator may at any time resign and be
discharged from the trust hereby created by giving written notice thereof to the
Depositor, to the Master Servicer, to the Securities Administrator (or the
Trustee, if the Securities Administrator resigns) and to the Certificateholders.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor trustee or successor securities administrator by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and to the successor trustee or
successor securities administrator, as applicable. A copy of such instrument
shall be delivered to the Certificateholders, the Trustee, the Securities
Administrator and the Master Servicer by the Depositor. If no successor trustee
or successor securities administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or Securities Administrator, as the case may
be, may, at the expense of the Trust Fund, petition any court of competent
jurisdiction for the appointment of


                                      -113-

<PAGE>



a successor trustee, successor securities administrator, Trustee or Securities
Administrator, as applicable.

     If at any time the Trustee or the Securities Administrator shall cease to
be eligible in accordance with the provisions of Section 8.06 and shall fail to
resign after written request therefor by the Depositor, or if at any time the
Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee or the
Securities Administrator, as applicable and appoint a successor trustee or
successor securities administrator, as applicable, by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or the Securities
Administrator so removed and to the successor trustee or successor securities
administrator. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee, the Securities Administrator and the Master
Servicer by the Depositor.

     The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee or the Securities Administrator and appoint a
successor trustee or successor securities administrator by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or the Securities Administrator so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders, the Trustee (in the
case of the removal of the Securities Administrator), the Securities
Administrator (in the case of the removal of the Trustee) and the Master
Servicer by the Depositor.

     Any resignation or removal of the Trustee or the Securities Administrator
and appointment of a successor trustee or successor securities administrator
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor trustee or successor securities
administrator, as applicable, as provided in Section 8.08.

     Notwithstanding anything to the contrary contained herein, the Master
Servicer and the Securities Administrator shall at all times be the same Person.

     SECTION 8.08. Successor Trustee or Securities Administrator.

     Any successor trustee or successor securities administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and its predecessor trustee or predecessor securities administrator an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee or predecessor securities administrator
shall become effective and such successor trustee or successor securities
administrator without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein. The predecessor trustee or predecessor securities
administrator shall deliver to the successor trustee or successor securities
administrator all Mortgage Loan Documents and related documents and statements
to the extent held by it hereunder, as well


                                      -114-

<PAGE>



as all moneys, held by it hereunder, and the Depositor and the predecessor
trustee or predecessor securities administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee or successor
securities administrator all such rights, powers, duties and obligations.

     No successor trustee or successor securities administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or successor securities administrator shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
trustee or successor securities administrator shall not result in a downgrading
of any Class of Certificates by any Rating Agency, as evidenced by a letter from
each Rating Agency.

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

     SECTION 8.09. Merger or Consolidation of Trustee or Securities
Administrator.

     Any corporation or association into which the Trustee or the Securities
Administrator may be merged or converted or with which it may be consolidated or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Securities Administrator shall be a
party, or any corporation or association succeeding to the business of the
Trustee or the Securities Administrator shall be the successor of the Trustee or
the Securities Administrator hereunder, provided such corporation or association
shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

     Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
REMIC I or property securing the same may at the time be located, the Trustee
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of REMIC I, and to vest in such Person or Persons, in such capacity,
such title to REMIC I, or any part thereof, and, subject to the other provisions
of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

     In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee


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jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to REMIC I or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.

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

     Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee or co-trustee.

     SECTION 8.11. Appointment of Office or Agency.

     The Trustee will appoint an office or agency in the City of New York
located at 55 Water Street, First Floor, New York, New York 10041, where the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution and where notices and demands to or upon the
Trustee in respect of the Certificates and this Agreement may be served.

     SECTION 8.12. Representations and Warranties.

     The Trustee hereby represents and warrants to the Master Servicer, the
Securities Administrator and the Depositor as applicable, as of the Closing
Date, that:

          (i) It is a national banking association duly organized, validly
     existing and in good standing under the laws of the United States of
     America.

          (ii) The execution and delivery of this Agreement by it, and the
     performance and compliance with the terms of this Agreement by it, will not
     violate its articles of association or bylaws or constitute a default (or
     an event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     instrument to which it is a party or which is applicable to it or any of
     its assets.



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          (iii) It has the full power and authority to enter into and consummate
     all transactions contemplated by this Agreement, has duly authorized the
     execution, delivery and performance of this Agreement, and has duly
     executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of it, enforceable against it in accordance with the
     terms hereof, subject to (A) applicable bankruptcy, insolvency,
     receivership, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

          (v) It is not in violation of, and its execution and delivery of this
     Agreement and its performance and compliance with the terms of this
     Agreement will not constitute a violation of, any law, any order or decree
     of any court or arbiter, or any order, regulation or demand of any federal,
     state or local governmental or regulatory authority, which violation, in
     its good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of it to perform its obligations under this
     Agreement or its financial condition.

          (vi) No litigation is pending or, to the best of its knowledge,
     threatened against it, which would prohibit it from entering into this
     Agreement or, in its good faith reasonable judgment, is likely to
     materially and adversely affect either the ability of it to perform its
     obligations under this Agreement or its financial condition.



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<PAGE>



                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage
Loans.

          (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer and
the Trustee (other than the obligations of the Master Servicer to the Trustee
pursuant to Section 8.05 and of the Master Servicer to make remittances to the
Trustee and the Trustee to make payments in respect of the REMIC I Regular
Interests, REMIC II Regular Interests or the Classes of Certificates as
hereinafter set forth) shall terminate upon payment to the Certificateholders
and the deposit of all amounts held by or on behalf of the Trustee and required
hereunder to be so paid or deposited on the Distribution Date coinciding with or
following the earlier to occur of (i) the purchase by the Terminator (as defined
below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property remaining in REMIC I; PROVIDED, HOWEVER,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof. The purchase by the Terminator of all Mortgage Loans
and each REO Property remaining in REMIC I shall be at a price (the "Termination
Price") equal to the greater of (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC I, plus the appraised value of each REO
Property, if any, included in REMIC I, such appraisal to be conducted by an
appraiser mutually agreed upon by the Terminator and the Trustee in their
reasonable discretion and (B) the aggregate fair market value of all of the
assets of REMIC I (as determined by the Terminator and the Trustee, as of the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant to
the third paragraph of this Section 9.01).

          (b) The Class CE Certificateholder (so long as it is not an Affiliate
of the Seller) shall have the right (the party exercising such right, the
"Terminator"), to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later
than the Determination Date in the month immediately preceding the Distribution
Date on which the Certificates will be retired; PROVIDED, HOWEVER, that the
Terminator may elect to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) above only if the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund at the time of such election is reduced to less than [______]% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
By acceptance of the Residual Certificates, the Holder of the Residual
Certificates agrees, in connection with any termination hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of
such termination, to pay any such amounts to the Holders of the Class CE
Certificates and Class P Certificates.

          (c) Notice of the liquidation of the Certificates shall be given
promptly by the Trustee by letter to Certificateholders mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property by the Terminator, not earlier than the


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<PAGE>



15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates or (b) otherwise during the month
of such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and the final payment in respect of the REMIC I Regular Interests,
REMIC II Regular Interests or the Certificates will be made upon presentation
and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests, REMIC II Regular
Interests or Certificates from and after the Interest Accrual Period relating to
the final Distribution Date therefor and (iv) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office of the
Trustee. In the event such notice is given in connection with the purchase of
all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Terminator, the Terminator shall deliver to the Trustee for deposit in the
Distribution Account not later than the last Business Day of the month next
preceding the month of the final distribution on the Certificates an amount in
immediately available funds equal to the above-described purchase price. The
Trustee shall remit to the Master Servicer from such funds deposited in the
Distribution Account (i) any amounts which the Master Servicer would be
permitted to withdraw and retain from the Master Servicer Collection Account
pursuant to Sections 3.24 and 3.26 and (ii) any other amounts otherwise payable
by the Trustee to the Master Servicer from amounts on deposit in the
Distribution Account pursuant to the terms of this Agreement, in each case prior
to making any final distributions pursuant to Section 10.01(d) below. Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release to the Terminator the Mortgage Files
for the remaining Mortgage Loans, and Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such transfer.

          (d) Upon presentation of the Certificates by the Certificateholders on
the final Distribution Date, the Trustee shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust and
credited to the account of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee shall, directly or through an
agent, mail a final notice to the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the trust funds. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Depositor all such amounts, and all
rights of non-tendering Certificateholders in or to such amounts shall thereupon
cease. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust by the Trustee as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01. Any such amounts held in trust by the Trustee shall be
held in


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<PAGE>



an Eligible Account and the Trustee may direct any depository institution
maintaining such account to invest the funds in one or more Permitted
Investments. All income and gain realized from the investment of funds deposited
in such accounts held in trust by the Trustee shall be for the benefit of the
Trustee; PROVIDED, HOWEVER, that the Trustee shall deposit in such account the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon the realization of
such loss.

          Immediately following the deposit of funds in trust hereunder in
respect of the Certificates, the Trust Fund shall terminate.

     SECTION 9.02. Additional Termination Requirements.

          (a) In the event that the Terminator purchases all the Mortgage Loans
and each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the
Trust Fund shall be terminated in accordance with the following additional
requirements:

               (i) The Trustee shall specify the first day in the 90-day
     liquidation period in a statement attached to each Trust REMIC's final Tax
     Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy
     all requirements of a qualified liquidation under Section 860F of the Code
     and any regulations thereunder, as evidenced by an Opinion of Counsel
     obtained by and at the expense of the Terminator;

               (ii) During such 90-day liquidation period and, at or prior to
     the time of making of the final payment on the Certificates, the Trustee
     shall sell all of the assets of REMIC I to the Terminator for cash; and

               (iii) At the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the Residual Certificates all
     cash on hand in the Trust Fund (other than cash retained to meet claims),
     and the Trust Fund shall terminate at that time.

          (b) At the expense of the requesting Terminator (or, if the Trust Fund
is being terminated as a result of the occurrence of the event described in
clause (ii) of the first paragraph of Section 9.01, at the expense of the Trust
Fund), the Terminator shall prepare or cause to be prepared the documentation
required in connection with the adoption of a plan of liquidation of each Trust
REMIC pursuant to this Section 9.02.

          (c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.




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<PAGE>



                                    ARTICLE X

                                REMIC PROVISIONS

     SECTION 10.01. REMIC Administration.

          (a) The Trustee shall elect to treat each Trust REMIC under the Code
and, if necessary, under applicable state law and as instructed by the
Securities Administrator. Each such election will be made by the Securities
Administrator on Form 1066 or other appropriate federal tax or information
return or any appropriate state return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued. For the purposes
of the REMIC election in respect of REMIC I, the REMIC I Regular Interests shall
be designated as the Regular Interests in REMIC I and the Class R-I Certificates
shall be designated as the Residual Interests in REMIC I. The REMIC II Regular
Interests shall be designated as Regular Interests in REMIC II and the Class
R-II Certificates shall be designated as the Residual Interests in REMIC II. The
Class A Certificates, the Class A-IO Certificates, the Mezzanine Certificates,
the Class P Certificates and the Class CE Certificates shall be designated as
the Regular Interests in REMIC III and the Class R-III Certificates shall be
designated as the Residual Interests in REMIC III. The Trustee shall not permit
the creation of any "interests" in each Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II
Regular Interests and the interests represented by the Certificates.

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

          (c) The Securities Administrator shall be reimbursed for any and all
expenses relating to any tax audit of the Trust Fund (including, but not limited
to, any professional fees or any administrative or judicial proceedings with
respect to each Trust REMIC that involve the Internal Revenue Service or state
tax authorities), including the expense of obtaining any tax related Opinion of
Counsel except as specified herein. The Securities Administrator, as agent for
each Trust REMIC's tax matters person shall (i) act on behalf of the Trust Fund
in relation to any tax matter or controversy involving any Trust REMIC and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The holder of the largest Percentage Interest of each class of Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the related REMIC created
hereunder. By their acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Securities Administrator or an Affiliate as its agent to perform all of the
duties of the tax matters person for the Trust Fund.

          (d) The Securities Administrator shall prepare and file and the
Trustee shall sign all of the Tax Returns in respect of each REMIC created
hereunder. The expenses of preparing and filing such returns shall be borne by
the Securities Administrator without any right of reimbursement therefor.



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<PAGE>



          (e) The Securities Administrator shall perform on behalf of each Trust
REMIC all reporting and other tax compliance duties that are the responsibility
of such REMIC under the Code, the REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Securities Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to any
Person who is not a Permitted Transferee upon receipt of additional reasonable
compensation, (ii) to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of each Trust REMIC. The Depositor shall provide or cause to be
provided to the Securities Administrator, within ten (10) days after the Closing
Date, all information or data that the Securities Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.

          (f) To the extent in the control of the Trustee or the Securities
Administrator, each such Person (i) shall take such action and shall cause each
REMIC created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions, (ii) shall
not take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (A) endanger the status of each Trust
REMIC as a REMIC or (B) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless such action or inaction is permitted under this Agreement or the Trustee
and the Securities Administrator have received an Opinion of Counsel, addressed
to the them (at the expense of the party seeking to take such action but in no
event at the expense of the Trustee or the Securities Administrator) to the
effect that the contemplated action will not, with respect to any Trust REMIC,
endanger such status or result in the imposition of such a tax, nor (iii) shall
the Securities Administrator take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action; provided that the Securities
Administrator may conclusively rely on such Opinion of Counsel and shall incur
no liability for its action or failure to act in accordance with such Opinion of
Counsel. In addition, prior to taking any action with respect to any Trust REMIC
or the respective assets of each, or causing any Trust REMIC to take any action,
which is not contemplated under the terms of this Agreement, the Securities
Administrator will consult with the Trustee or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any Trust REMIC, and the Securities Administrator shall not take any
such action or cause any Trust REMIC to take any such action as to which the
Trustee has advised it in writing that an Adverse REMIC Event could occur. The
Trustee may consult with counsel to make such written advice, and the cost of
same shall be home by the party seeking to take the action not permitted by this
Agreement, but in no event shall such cost be an expense of the Trustee.



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<PAGE>



          (g) In the event that any tax is imposed on "prohibited transactions"
of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Securities Administrator pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach by
the Securities Administrator of any of its obligations under this Article X,
(iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or under this Article X, or (iv) against amounts
on deposit in the Distribution Account and shall be paid by withdrawal
therefrom.

          (h) The Trustee and the Securities Administrator shall, for federal
income tax purposes, maintain books and records with respect to each Trust REMIC
on a calendar year and on an accrual basis.

          (i) Following the Startup Day, the Trustee shall not accept any
contributions of assets to any Trust REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund will not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

          (j) Neither the Trustee nor the Securities Administrator shall
knowingly enter into any arrangement by which any Trust REMIC will receive a fee
or other compensation for services nor permit either REMIC to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.

          (k) The Securities Administrator shall apply for an employer
identification number with the Internal Revenue Service via a Form SS-4 or other
comparable method for each REMIC. In connection with the foregoing, the
Securities Administrator shall provide the name and address of the person who
can be contacted to obtain information required to be reported to the holders of
Regular Interests in each REMIC as required by IRS Form 8811.

     SECTION 10.02. Prohibited Transactions and Activities.

     None of the Depositor, the Securities Administrator, the Master Servicer or
the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property acquired by deed
in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of
REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II of this Agreement), nor acquire any assets for any Trust REMIC (other
than REO Property acquired in respect of a defaulted


                                      -123-

<PAGE>



Mortgage Loan), nor sell or dispose of any investments in the Master Servicer
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the Trustee (at
the expense of the party seeking to cause such sale, disposition, substitution,
acquisition or contribution but in no event at the expense of the Trustee) that
such sale, disposition, substitution, acquisition or contribution will not (a)
affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust
REMIC to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.

     SECTION 10.03. Indemnification.

          (a) The Trustee agrees to be liable for any taxes and costs incurred
by the Trust Fund, the Depositor, the Securities Administrator or the Master
Servicer including, without limitation, any reasonable attorneys fees imposed on
or incurred by the Trust Fund, the Depositor, the Securities Administrator or
the Master Servicer as a result of the Trustee's failure to perform its
covenants set forth in this Article X in accordance with the standard of care of
the Trustee set forth in this Agreement.

          (b) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor and the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor or the Trustee, as a result of the Master Servicer's failure to
perform its covenants set forth in Article III in accordance with the standard
of care of the Master Servicer set forth in this Agreement.

          (c) The Securities Administrator agrees to be liable for any taxes and
costs incurred by the Trust Fund, the Depositor or the Trustee including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Trustee as a result of the Securities
Administrator's failure to perform its covenants set forth in this Article X in
accordance with the standard of care of the Securities Administrator set forth
in this Agreement.




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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01. Amendment.

     This Agreement may be amended from time to time by the Depositor, the
Securities Administrator, the Master Servicer and the Trustee without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders), or (iii) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel delivered to
the Trustee, adversely affect in any material respect the interests of any
Certificateholder. No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel shall be required to address the effect of
any such amendment on any such consenting Certificateholder.

     This Agreement may also be amended from time to time by the Depositor, the
Securities Administrator, the Master Servicer and the Trustee with the consent
of the Holders of Certificates entitled to at least 66% of the Voting Rights for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; PROVIDED, HOWEVER, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.

     Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not result
in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions
or cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding and that such amendment is authorized or permitted
by this Agreement.

     Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.

     It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent


                                      -125-

<PAGE>



shall approve the substance thereof. The manner of obtaining such consents and
of evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.

     The cost of any Opinion of Counsel to be delivered pursuant to this Section
11.01 shall be borne by the Person seeking the related amendment, but in no
event shall such Opinion of Counsel be an expense of the Trustee .

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

     SECTION 11.02. Recordation of Agreement; Counterparts.

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

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

     SECTION 11.03. Limitation on Rights of Certificateholders.

     The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

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

     No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to


                                      -126-

<PAGE>



institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 15 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder. and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section, each and every Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     SECTION 11.04. Governing Law.

     This Agreement shall be construed in accordance with the laws of the State
of New York and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

     SECTION 11.05. Notices.

     All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given when received if sent by facsimile, receipt
confirmed, if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service or delivered in any other manner
specified herein, to (a) in the case of the Depositor, Nomura Asset Acceptance
Corporation,[____________], Attention: [_________] (telecopy
number:[_________]), or such other address or telecopy number as may hereafter
be furnished to the Master Servicer and the Trustee in writing by the Depositor,
(b) in the case of the Master Servicer and the Securities Administrator,
[__________________], Attention: [____________] (telecopy number:
[___________]), or such other address or telecopy number as may hereafter be
furnished to the Trustee and the Depositor in writing by the Master Servicer or
the Securities Administrator and (c) in the case of the Trustee, at each
Corporate Trust Office or such other address or telecopy number as the Trustee
may hereafter be furnish to the Master Servicer and the Depositor in writing by
the Trustee. Any notice required or permitted to be given to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given when mailed, whether or not the Certificateholder receives such
notice. A copy of any notice required to be telecopied hereunder also shall be
mailed to the appropriate party in the manner set forth above.



                                      -127-

<PAGE>



     SECTION 11.06. Severability of Provisions.

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

     SECTION 11.07. Notice to Rating Agencies.

     The Trustee shall use its best efforts promptly to provide notice to the
Rating Agencies with respect to each of the following of which it has actual
knowledge:

          1.   Any material change or amendment to this Agreement;

          2.   The occurrence of any Master Servicer Event of Default that has
               not been cured or waived;

          3.   The resignation or termination of the Master Servicer, the
               Trustee;

          4.   The repurchase or substitution of Mortgage Loans pursuant to or
               as contemplated by Section 2.03;

          5.   The final payment to the Holders of any Class of Certificates;

          6.   Any change in the location of the Master Servicer Collection
               Account or the Distribution Account; and

          7.   Any event that would result in the inability of the Trustee to
               make advances regarding delinquent Mortgage Loans.

          In addition, the Trustee shall promptly furnish to each Rating Agency
copies of each report to Certificateholders described in Section 4.02.



          The Master Servicer shall make available to each Rating Agency copies
of the following:

          1.   Each annual statement as to compliance described in Section 3.16;
               and

          2.   Each annual independent public accountants' servicing report
               described in Section 3.17.

          Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or


                                      -128-

<PAGE>



by express delivery service to Standard & Poor's, a division of the McGraw-Hill
Companies, Inc., 55 Water Street, New York, New York 10041 and to Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007 or such
other addresses as the Rating Agencies may designate in writing to the parties
hereto.

     SECTION 11.08. Article and Section References.

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

     SECTION 11.09. Grant of Security Interest.

     It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by the Depositor to the Trustee, on behalf of the Trust and for
the benefit of the Certificateholders, be, and be construed as, a sale of the
Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans to secure
a debt or other obligation of the Depositor. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans are
held to be property of the Depositor, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor to the Trustee, on behalf of the Trust and for the benefit of the
Certificateholders, to secure a debt or other obligation of the Depositor and
(b)(1) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from
time to time in the State of New York; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the Depositor to the
Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
of a security interest in all of the Depositor's right, title and interest in
and to the Mortgage Loans and all amounts payable to the holders of the Mortgage
Loans in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Master Servicer Collection
Account and the Distribution Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all of the Depositor's obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to the Mortgage Loans and the Trust Fund;
and (4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee, on behalf of the Trust and for the
benefit of the Certificateholders, a security interest in the Mortgage Loans and
all other property described in clause (2) of the preceding sentence, for the
purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee, on behalf of the
Trust and for the benefit of the Certificateholders.




                                      -129-

<PAGE>



     SECTION 11.10. Third Party Beneficiaries.

     For purposes of Sections 3.26, 3.31 and 6.03, the Servicers shall be third
party beneficiaries of this Agreement and each Servicer shall have the right to
enforce such provisions.


                                      -130-

<PAGE>



          IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the day
and year first above written.

                                           NOMURA ASSET ACCEPTANCE
                                           CORPORATION,
                                           as Depositor

                                           By: _________________________________
                                           Name:
                                           Title:


                                           [_________________],
                                           as Master Servicer and Securities
                                           Administrator

                                           By: _________________________________
                                           Name:
                                           Title:


                                           [________________],
                                           not in its individual capacity but
                                           solely as Trustee

                                           By: _________________________________
                                           Name:
                                           Title:





<PAGE>



STATE OF               )
                       ) ss.:
COUNTY OF              )

          On the ___ day of [_____________], before me, a notary public in and
for said State, personally appeared _____________________ known to me to be a
_____________________ of Nomura Asset Acceptance Corporation, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

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


                                           _____________________________________
                                                        Notary Public

[Notarial Seal]                            My commission expires




<PAGE>



STATE OF            )
                    ) ss.:
COUNTY OF           )

          On the ___ day of [_____________], before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
_______________ of ________________, [______________________], one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

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


                                           _____________________________________
                                                        Notary Public


[Notarial Seal]                            My commission expires




<PAGE>


STATE OF            )
                    ) ss.:
COUNTY OF           )


          On the ___ day of [_________], before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
__________________ of [_____________], one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

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


                                           _____________________________________
                                                        Notary Public

[Notarial Seal]