CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

                                    Depositor

                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller

                          WILSHIRE CREDIT CORPORATION,

                                    Servicer

                             OCWEN FEDERAL BANK FSB,

                                    Servicer

                                       and

                              JP MORGAN CHASE BANK,

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                          Dated as of December 1, 2001

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

                           CSFB TRUST SERIES 2001-S31
            CSFB MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-S31



<PAGE>



<TABLE>
<CAPTION>
                                                 Table of Contents

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I

         DEFINITIONS..............................................................................................7
                           SECTION 1.01     ......................................................................7
                           SECTION 1.02     Interest Calculations................................................52
                           SECTION 1.03     Allocation of Certain Interest Shortfalls............................52

ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS;
         REPRESENTATIONS AND WARRANTIES..........................................................................54
                           SECTION 2.01     Conveyance of Mortgage Loans.........................................54
                           SECTION 2.02     Acceptance by the Trustee............................................60
                           SECTION 2.03     Representations and Warranties of the Seller and
                                            Servicers............................................................63
                           SECTION 2.04     Representations and Warranties of the Depositor as to
                                            the Mortgage Loans...................................................65
                           SECTION 2.05     Delivery of Opinion of Counsel in Connection with
                                            Substitutions........................................................65
                           SECTION 2.06     Execution and Delivery of Certificates...............................65
                           SECTION 2.07     REMIC Matters........................................................66
                           SECTION 2.08     Covenants of each Servicer...........................................66
                           SECTION 2.09     Conveyance of REMIC Regular Interests and
                                            Acceptance of REMIC 1 by the Trustee; Issuance of
                                            Certificates.........................................................66

ARTICLE III

         ADMINISTRATION AND SERVICING
         OF MORTGAGE LOANS.......................................................................................68
                           SECTION 3.01     Servicers to Service Mortgage Loans..................................68
                           SECTION 3.02     Subservicing; Enforcement of the Obligations of
                                            Subservicers.........................................................70
                           SECTION 3.03     [Reserved]...........................................................71
                           SECTION 3.04     Trustee to Act as Servicer...........................................71
                           SECTION 3.05     Collection of Mortgage Loans; Collection Accounts;
                                            Certificate Account; Pre-Funding Account;
                                            Capitalized Interest Account.........................................72
                           SECTION 3.06     Establishment of and Deposits to Escrow Accounts;
                                            Permitted Withdrawals from Escrow Accounts;
                                            Payments of Taxes, Insurance and Other Charges;


                                        i

<PAGE>



                                            Simple Interest Excess Sub-Accounts; Deposits in
                                            Simple Interest Excess Sub-Accounts..................................75
                           SECTION 3.07     Access to Certain Documentation and Information
                                            Regarding the Mortgage Loans; Inspections............................77
                           SECTION 3.08     Permitted Withdrawals from the Collection Accounts
                                            and Certificate Account..............................................78
                           SECTION 3.09     Maintenance of Hazard Insurance and Mortgage
                                            Impairment Insurance; Claims; Restoration of
                                            Mortgaged Property...................................................79
                           SECTION 3.10     Enforcement of Due-on-Sale Clauses; Assumption
                                            Agreements...........................................................80
                           SECTION 3.11     Realization Upon Defaulted Mortgage Loans;
                                            Repurchase of Certain Mortgage Loans.................................82
                           SECTION 3.12     Trustee to Cooperate; Release of Mortgage Files
                                             ....................................................................86
                           SECTION 3.13     Documents, Records and Funds in Possession of a
                                            Servicer to be Held for the Trustee..................................87
                           SECTION 3.14     Servicing Fee........................................................88
                           SECTION 3.15     Access to Certain Documentation......................................88
                           SECTION 3.16     Annual Statement as to Compliance....................................88
                           SECTION 3.17     Annual Independent Public Accountants' Servicing
                                            Statement; Financial Statements......................................89
                           SECTION 3.18     Maintenance of Fidelity Bond and Errors and
                                            Omissions Insurance..................................................89
                           SECTION 3.19     Duties of the Loss Mitigation Advisor................................90
                           SECTION 3.20     Limitation Upon Liability of the Loss Mitigation
                                            Advisor..............................................................90

ARTICLE IV

         DISTRIBUTIONS AND
         ADVANCES BY THE SERVICERS...............................................................................91
                           SECTION 4.01     Advances by the Servicers............................................91
                           SECTION 4.02     Priorities of Distribution...........................................92
                           SECTION 4.03     [Reserved]...........................................................96
                           SECTION 4.04     [Reserved]...........................................................96
                           SECTION 4.05     Allocation of Realized Losses........................................96
                           SECTION 4.06     Monthly Statements to Certificateholders.............................98
                           SECTION 4.07     Distributions on the REMIC 1 Regular Interests
                                             ...................................................................100
                           SECTION 4.08     Distributions on the REMIC 2 Regular Interests
                                             ...................................................................103
                           SECTION 4.09      Reserve Fund.......................................................104
                           SECTION 4.10     Prepayment Penalties................................................105
                           SECTION 4.11     Policy Matters......................................................106



                                       ii

<PAGE>



ARTICLE V

         THE CERTIFICATES.......................................................................................109
                           SECTION 5.01     The Certificates....................................................109
                           SECTION 5.02     Certificate Register; Registration of Transfer and
                                            Exchange of Certificates............................................110
                           SECTION 5.03     Mutilated, Destroyed, Lost or Stolen Certificates
                                             ...................................................................114
                           SECTION 5.04     Persons Deemed Owners...............................................114
                           SECTION 5.05     Access to List of Certificateholders' Names and
                                            Addresses...........................................................114
                           SECTION 5.06     Maintenance of Office or Agency.....................................115

ARTICLE VI

         THE DEPOSITOR, THE SELLER AND THE SERVICERS............................................................116
                           SECTION 6.01     Respective Liabilities of the Depositor, the Sellers and
                                            the Servicers.......................................................116
                           SECTION 6.02     Merger or Consolidation of the Depositor, the Seller
                                            or a Servicer.......................................................116
                           SECTION 6.03     Limitation on Liability of the Depositor, the Seller,
                                            the Servicers and Others............................................116
                           SECTION 6.04     Limitation on Resignation of a Servicer.............................117

ARTICLE VII

         DEFAULT................................................................................................118
                           SECTION 7.01     Events of Default...................................................118
                           SECTION 7.02     Trustee to Act; Appointment of Successor............................119
                           SECTION 7.03     Notification to Certificateholders..................................121

ARTICLE VIII

         CONCERNING THE TRUSTEE.................................................................................122
                           SECTION 8.01     Duties of the Trustee...............................................122
                           SECTION 8.02     Certain Matters Affecting the Trustee...............................123
                           SECTION 8.03     Trustee Not Liable for Certificates or Mortgage Loans
                                             ...................................................................124
                           SECTION 8.04     Trustee May Own Certificates........................................124
                           SECTION 8.05     Trustee's Fees and Expenses.........................................124
                           SECTION 8.06     Eligibility Requirements for the Trustee and
                                            Custodian...........................................................125
                           SECTION 8.07     Resignation and Removal of the Trustee..............................125
                           SECTION 8.08     Successor Trustee...................................................126
                           SECTION 8.09     Merger or Consolidation of the Trustee..............................126


                                       iii

<PAGE>



                           SECTION 8.10     Appointment of Co-Trustee or Separate Trustee
                                             ...................................................................127
                           SECTION 8.11     Tax Matters.........................................................128
                           SECTION 8.12     Periodic Filings....................................................130

ARTICLE IX

         TERMINATION............................................................................................131
                           SECTION 9.01     Termination upon Liquidation or Purchase of the
                                            Mortgage Loans......................................................131
                           SECTION 9.02     Final Distribution on the Certificates..............................131
                           SECTION 9.03     Additional Termination Requirements.................................132

ARTICLE X

         MISCELLANEOUS PROVISIONS...............................................................................134
                           SECTION 10.01    Amendment...........................................................134
                           SECTION 10.02    Recordation of Agreement; Counterparts..............................135
                           SECTION 10.03    Governing Law.......................................................136
                           SECTION 10.04    [Reserved]..........................................................136
                           SECTION 10.05    Notices.............................................................136
                           SECTION 10.06    Severability of Provisions..........................................137
                           SECTION 10.07    Assignment..........................................................137
                           SECTION 10.08    Limitation on Rights of Certificateholders..........................137
                           SECTION 10.09    Certificates Nonassessable and Fully Paid...........................138
</TABLE>



<TABLE>
<CAPTION>
EXHIBITS
<S>                   <C>                                                                                       <C>
EXHIBIT A.            Form of Class A Certificates..............................................................A-1
EXHIBIT B.            Form of Subordinate Certificate...........................................................B-1
EXHIBIT C.            Form of Residual Certificate..............................................................C-1
EXHIBIT D.            Form of Notional Amount Certificate.......................................................D-1
EXHIBIT E.            Form of Class P Certificate...............................................................E-1
EXHIBIT F.            Form of Reverse Certificates..............................................................F-1
EXHIBIT G.            Form of Initial Certification of Custodian................................................G-1
EXHIBIT H.            Form of Final Certification of Custodian..................................................H-1
EXHIBIT I.            Transfer Affidavit........................................................................I-1
EXHIBIT J.            Form of Transferor Certificate............................................................J-1
EXHIBIT K.            Form of Investment Letter (Non-Rule 144A).................................................K-1
EXHIBIT L.            Form of Rule 144A Letter..................................................................L-1
EXHIBIT M.            Request for Release.......................................................................M-1
EXHIBIT N.            Form of Subsequent Transfer Agreement.....................................................N-1
EXHIBIT O-1.          Form of Collection Account Certification................................................O-1-1
EXHIBIT O-2.          Form of Collection Account Letter Agreement.............................................O-2-1
EXHIBIT P-1.          Form of Escrow Account Certification ...................................................P-1-1


                                       iv

<PAGE>



EXHIBIT P-2.          Form of Escrow Account Letter Agreement.................................................P-2-1
EXHIBIT Q.            Form of Monthly Remittance Advice.........................................................Q-1
EXHIBIT R.            Form of Custodial Agreement...............................................................R-1
EXHIBIT S.            FSA Policy................................................................................S-1
SCHEDULE I            Mortgage Loan Schedule....................................................................I-1
SCHEDULE II           Seller's Representations and Warranties..................................................II-1
SCHEDULE IIIA         Wilshire Representations and Warranties...............................................III-A-1
SCHEDULE IIIB         Ocwen Representations and Warranties..................................................III-B-1
SCHEDULE IV           Representations and Warranties for the Mortgage Loans....................................IV-1
SCHEDULE V            Class A-IO Notional Amount................................................................V-1
</TABLE>



                                        v

<PAGE>



                      THIS POOLING AND SERVICING AGREEMENT, dated as of December
1, 2001, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL , INC., a
Delaware corporation, as Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as a servicer (a "Servicer"), OCWEN FEDERAL BANK FSB, a
federally chartered savings bank, as a servicer (a "Servicer") and JP MORGAN
CHASE BANK, a New York banking corporation, as trustee (the "Trustee").

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

                      The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of ten classes
of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
A-2 Certificates, (iii) the Class A-IO Certificates, (iv) the Class M-1
Certificates, (v) the Class M-2 Certificates, (vi) the Class B Certificates,
(vii) the Class P Certificates, (viii) the Class X-1 Certificates, (ix) the
Class X-2 Certificates and (x) the Class A-R Certificates.

                                     REMIC 1
                                     -------

                      As provided herein, the Trustee will make an election to
treat the segregated pool of assets consisting of the Loan Group 1 Mortgage
Loans, the Loan Group 2 Mortgage Loans and certain other related assets subject
to this Agreement (exclusive of the Pre-Funding Account, the Capitalized
Interest Account and the Reserve Fund) as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC 1." The Class R-1 Interest will represent
the sole class of "residual interests" in REMIC 1 for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal 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 1 Regular Interests. None of the REMIC 1
Regular Interests will be certificated. The latest possible maturity date
(determined solely for purposes of satisfying Treasury regulation Section
1.860G- 1(a)(4)(iii)) of each of the REMIC 1 Regular Interests will be the
Latest Possible Maturity Date as defined herein.




<PAGE>

                      Uncertificated REMIC 1           Initial Uncertificated
Designation              Pass-Through Rate                     Balance
-----------              -----------------                     -------
   LT-1                     Variable(1)                $269,700,000.00
   LT-2                     Variable(1)                $ 14,400,000.00
   LT-3                     Variable(1)                $ 13,400,000.00
   LT-4                     Variable(1)                $ 12,500,000.00
   LT-5                     Variable(1)                $ 11,400,000.00
   LT-6                     Variable(1)                $ 10,700,000.00
   LT-7                     Variable(1)                $  9,900,000.00
   LT-8                     Variable(1)                $  9,000,000.00
   LT-9                     Variable(1)                $  8,500,000.00
   LT-10                    Variable(1)                $  7,800,000.00
   LT-11                    Variable(1)                $  7,300,000.00
   LT-12                    Variable(1)                $  6,600,000.00
   LT-13                    Variable(1)                $  6,200,000.00
   LT-14                    Variable(1)                $  5,800,000.00
   LT-15                    Variable(1)                $  5,400,000.00
   LT-16                    Variable(1)                $  4,800,000.00
   LT-17                    Variable(1)                $  4,600,000.00
   LT-18                    Variable(1)                $  4,300,000.00
   LT-19                    Variable(1)                $  3,800,000.00
   LT-20                    Variable(1)                $  3,600,000.00
   LT-21                    Variable(1)                $  3,500,000.00
   LT-22                    Variable(1)                $  3,100,000.00
   LT-23                    Variable(1)                $  2,800,000.00
   LT-24                    Variable(1)                $  2,700,000.00
   LT-25                    Variable(1)                $  2,500,000.00



                                2

<PAGE>





   LT-26                    Variable(1)                $  2,300,000.00
   LT-27                    Variable(1)                $  2,000,000.00
   LT-28                    Variable(1)                $  2,000,000.00
   LT-29                    Variable(1)                $  1,800,000.00
   LT-30                    Variable(1)                $  1,600,000.00
   LT-31                    Variable(1)                $  21,000,000.00
   LT-P                     Variable(1)                $        100.00
   LT-R                     Variable(1)                $        100.00

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

                                     REMIC 2
                                     -------

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



                      Uncertificated REMIC           Initial Uncertificated
Designation           2 Pass-Through Rate              Principal Balance
-----------           -------------------              -----------------

   MT-1                   Variable(1)                  $455,700,000.00
   MT-2                   Variable(1)                  $  1,540,000.00
   MT-3                   Variable(1)                  $  2,005,000.00
   MT-4                   Variable(1)                  $    500,000.00
   MT-5                   Variable(1)                  $    337,500.00
   MT-6                   Variable(1)                  $    267,500.00
   MT-7                   Variable(1)                  $  4,650,000.00
   MT-P                   Variable(1)                  $        100.00



                                        3

<PAGE>




   MT-R                   Variable(1)                  $        100.00
   MT-IO                     7.00%                     $          0.00(2)

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

(2)      Will not have an Uncertificated Principal Balance but will accrue
         interest on an "Uncertificated Notional Amount" as defined herein.




                                        4

<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Integral Multiples
                         Class Certificate           Pass-Through              Minimum              in Excess of
                              Balance                    Rate               Denomination              Minimum
                              -------                    ----               ------------              -------
<S>                       <C>                        <C>                    <C>                  <C>
Class A-1                 $154,000,000.00            Adjustable(1)            $ 25,000                  $1
Class A-2                 $200,500,000.00            Adjustable(1)            $ 25,000                  $1
Class A-IO                            (2)               7.00%(3)              $100,000                  $1
Class P                   $        100.00            Variable(4)                  $100                  N/A
Class A-R                 $        100.00            Variable(4)                  $100                  N/A
Class M-1                 $ 50,000,000.00            Adjustable(1)            $ 25,000                  $1
Class M-2                 $ 33,750,000.00            Adjustable(1)            $ 25,000                  $1
Class B                   $ 26,750,000.00            Adjustable(1)            $ 25,000                  $1
Class X-1                 $          0(5)            Variable(6)              $ 25,000                  $1
Class X-2                 $             0               0.00%                     N/A                   N/A
</TABLE>

--------------
(1)      The Class A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates
         are adjustable rate and will receive interest pursuant to formulas
         based on LIBOR, subject to a cap and a floor.

(2)      These Certificates are interest only certificates, will have no
         principal balance and will accrue interest on their related notional
         amount for the first 30 Distribution Dates. For any Distribution Date,
         the notional amount of the Class A-IO Certificates will be equal to the
         lesser of (i) the Notional Amount for such Distribution Date and (ii)
         the Aggregate Collateral Balance immediately prior to such Distribution
         Date. The initial notional amount of the Class A-IO Certificates is
         $195,300,000.

(3)      The Pass-Through Rate on the Class A-IO Certificates for the first 30
         Distribution Dates will be equal to the lesser of (a) 7.00% per annum
         and (b) the Net Rate Cap; thereafter, the Pass- Through Rate on the
         Class A-IO Certificates will be equal to 0.00% per annum.

(4)      The initial pass-through rates on the Class P and Class A-R
         Certificates will be approximately 9.0406% per annum and will vary
         after the first Distribution Date.

(5)      The Class X-1 Certificates will have an initial principal balance of
         $0.00 and will accrue interest on its notional amount. For any
         Distribution Date, the notional amount of the Class X-1 Certificates
         will be equal to the Aggregate Collateral Balance immediately prior to
         such Distribution Date. The initial notional amount of the Class X-1
         Certificates is $465,000,200.

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

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

<TABLE>
<CAPTION>
<S>                                                <C>
Book-Entry Certificates..........................  All Classes of Certificates other than the Physical
                                                   Certificates.



                                       5

<PAGE>



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

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

Notional Amount Certificates.....................  Class A-IO and Class X-1 Certificates.

Class A Certificates.............................  Class A-1, Class A-2, Class A-IO and Class A-R
                                                   Certificates.

Class M Certificates.............................  Class M-1 and Class M-2 Certificates.

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

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

Private Certificates.............................  Class P and Class X Certificates.

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

Regular Certificates.............................  All Classes of Certificates other than the Class A-R
                                                   Certificates.

Residual Certificates............................  Class A-R Certificates.

Senior Certificates..............................  Class A-1, Class A-2, Class A-IO, Class P and Class A-
                                                   R Certificates.

Subordinate Certificates.........................  Class M-1, Class M-2, Class B and Class X-1
                                                   Certificates.

Minimum Denominations............................  Class A-1, Class A-2, Class M-1, Class M-2 and Class
                                                   B Certificates: $25,000 and  multiples of $1 in excess
                                                   thereof.  Class A-IO Certificates: $100,000 and
                                                   multiples of $1  in excess thereof.
                                                   Class A-R and Class P Certificates: $100.
                                                   The Class X-1 Certificates will be issued as a single
                                                   Certificate with a Certificate Principal Balance of $0.00.
                                                   The Class X-2 Certificates will not have a principal
                                                   balance.
</TABLE>


                                        6

<PAGE>




                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01

         Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

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

                  Adjusted Net WAC Rate: For the January 2002 Distribution Date
through the June 2004 Distribution Date, a per annum rate equal to (1) the
weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first
day of the month preceding the month in which such Distribution Date occurs
minus (2) the Pass-Through Rate for the Class A-IO Certificates for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Notional Amount of the Class A-IO Certificates immediately prior to such
Distribution Date, and the denominator of which is (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month in which such Distribution Date occurs. For any subsequent
Distribution Date, the weighted average of the Net Mortgage Rates of the
Mortgage Loans. For federal income tax purposes, however, the equivalent of the
foregoing, expressed as a per annum rate (but not less than zero) equal to the
weighted average of (x) the Uncertificated REMIC 1 Pass-Through Rate with
respect to REMIC 1 Regular Interest LT-1 for such Distribution Date and (y) the
excess, if any, of (1) the Uncertificated REMIC I Pass-Through Rate with respect
to REMIC I Regular Interest LT-31 for such Distribution Date over (2) (A) in the
case of the Distribution Date in January 2002 through the Distribution Date in
June 2004, 7.00% per annum and (B) in the case of any Distribution Date
thereafter, 0.00% per annum; weighted, (i) for the Distribution Date in January
2002, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balance of REMIC I Regular Interest LT-1, LT-P and LT-R, and in the
case of clause (y), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-2 through LT-31, (ii) for the
Distribution Date in February 2002, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-2, LT-P and LT-R, and in the case of clause (y), on the basis of
the aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-3
through LT-31, (iii) for the Distribution Date in March 2002, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-1 through LT-3, LT-P and LT-R, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-4 through LT-31, (iv) for the Distribution Date in
April 2002, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-4, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-5
through LT-31, (v) for the Distribution Date in May 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I


                                        7

<PAGE>



Regular Interests LT-1 through LT-5, LT-P and LT-R, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-6 through LT-31, (vi) for the Distribution Date in June
2002, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-6, LT-P and
LT-R, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-7 through
LT-31, (vii) for the Distribution Date in July 2002, in the case of clause (x),
on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-7, LT-P and LT-R, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-8 through LT-31, (viii) for the Distribution Date in August
2002, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-8, LT-P and
LT-R, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-9 through
LT-31, (ix) for the Distribution Date in September 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-9, LT-P and LT-R, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-10 through LT- 31 (x) for the Distribution Date in October
2002, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-10, LT- P and
LT-R, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-11 through
LT-31, (xi) for the Distribution Date in November 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-11, LT-P and LT-R, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-12 through LT-31, (xii) for the Distribution Date in
December 2002, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-12, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-13
through LT-31, (xiii) for the Distribution Date in January 2003, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-1 through LT-13, LT- P and LT-R, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-14 through LT-31, (xiv) for the Distribution Date
in February 2003, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-14, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-15
through LT-31, (xv) for the Distribution Date in March 2003, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT- 1 through LT-15, LT-P and LT-R, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-16 through LT-31, (xvi) for the Distribution Date
in April 2003, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-16, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-17
through LT-31, (xvii) for the Distribution Date in May 2003, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT- 1 through LT-17, LT-P and LT-R, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-18 through LT-31, (xviii) for the Distribution Date
in June 2003, in the case of clause (x), on the basis of the aggregate
Uncertificated


                                        8

<PAGE>



Principal Balances of REMIC I Regular Interests LT-1 through LT-18, LT-P and
LT-R, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-19 through
LT-31, (xix) for the Distribution Date in July 2003, in the case of clause (x),
on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-19, LT-P and LT-R, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-20 through LT-31, (xx) for the Distribution Date in August
2003, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-20, LT-P and LT-
R, and in the case of clause (y), on the basis of the aggregate Uncertificated
Principal Balance of REMIC I Regular Interests LT-21 through LT-31, (xxi) for
the Distribution Date in September 2003, in the case of clause (x), on the basis
of the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-21, LT-P and LT-R, and in the case of clause (y), on the basis
of the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
LT-22 through LT- 31, (xxii) for the Distribution Date in October 2003, in the
case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-22, LT- P and LT-R, and in
the case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-23 through LT-31, (xxiii) for the
Distribution Date in November 2003, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-23, LT-P and LT-R, and in the case of clause (y), on the basis
of the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
LT-24 through LT-31, (xxiv) for the Distribution Date in December 2003, in the
case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-24, LT-P and LT-R, and in
the case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-25 through LT-31, (xxv) for the
Distribution Date in January 2004, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-25, LT- P and LT-R, and in the case of clause (y), on the basis
of the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
LT-26 through LT-31, (xxvi) for the Distribution Date in February 2004, in the
case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-26, LT-P and LT-R, and in
the case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-27 through LT-31, (xxvii) for the
Distribution Date in March 2004, in the case of clause (x), on the basis of the
aggregate Uncertificated Principal Balances of REMIC I Regular Interests LT- 1
through LT-27, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-28
through LT-31, (xxviii) for the Distribution Date in April 2004, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-1 through LT-28, LT-P and LT- R, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-29 through LT-31, (xxix) for the Distribution Date
in May 2004, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-29, LT-P and LT-R, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-30
through LT-31, (xxx) for the Distribution Date in June 2004, in the case of
clause (x), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-1 through LT-30, LT-P and LT- R, and in the case of
clause (y), on the basis of the Uncertificated Principal Balance of REMIC I
Regular Interest LT-31, respectively.


                                        9

<PAGE>



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

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

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

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

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

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

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

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

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

                  Assignment of Mortgage: An assignment of the Mortgage, notice
of transfer or equivalent instrument in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the transfer of the Mortgage to the Trustee for the benefit of the
Certificateholders.

                  Available Funds: With respect to any Distribution Date the sum
of (i) all related Scheduled Payments (net of the related Expense Fees) due on
the Due Date in the month in which such Distribution Date occurs and received
prior to the related Determination Date, together with any Advances in respect
thereof; (ii) all related Insurance Proceeds and Liquidation Proceeds


                                       10

<PAGE>



received during the month preceding the month of such Distribution Date; (iii)
all Curtailments and Payoffs received during the Prepayment Period applicable to
such Distribution Date (excluding Prepayment Penalties); (iv) related amounts
received with respect to such Distribution Date as the Substitution Adjustment
Amount or Repurchase Price; (v) related Compensating Interest Payments for such
Distribution Date; and (vi) with respect to the Distribution Date in March 2002,
the amount remaining in the Pre-Funding Account at the end of the Pre-Funding
Period; as to clauses (i) through (iv) above, reduced by amounts in
reimbursement for Advances previously made and other amounts as to which the
Servicers are entitled to be reimbursed pursuant to Section 3.08.

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

                  Basis Risk Shortfall: For any Class of LIBOR Certificates and
any Distribution Date, the sum of: (i) the excess, if any, of the related
Current Interest calculated on the basis of the lesser of (x) LIBOR plus the
applicable Certificate Margin and (y) the Maximum Interest Rate (or, in the case
of the Class A-1 Certificates, the Maximum Interest Rate minus 1.00%, and, in
the case of the Class A-2 Certificates, the Maximum Interest Rate minus 1.11%)
over the related Current Interest for the applicable Distribution Date; (ii) any
Basis Risk Shortfall remaining unpaid from prior Distribution Dates; and (iii)
30 days interest on the amount in clause (ii) calculated at a per annum rate
equal to the lesser of (x) the LIBOR plus the applicable Certificate Margin and
(y) Maximum Interest Rate (or, in the case of the Class A-1 Certificates, the
Maximum Interest Rate minus 1.00%, and, in the case of the Class A-2
Certificates, the Maximum Interest Rate minus 1.11%).

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

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

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

                  Capitalized Interest Deposit:  $199,321.05.

                  Capitalized Interest Requirement: With respect to the January
2002 Distribution Date, an amount equal to 29 days of interest accruing at a per
annum rate equal to (x) the sum of (a) the weighted average Pass-Through Rate of
the Offered Certificates (other than the Class A-IO Certificates) and (b) 2.94%
multiplied by (y) the Pre-Funded Amount outstanding at the end of the related
Due Period. With respect to each of the February 2002 and March 2002
Distribution Dates, an amount equal to interest accruing during the related
Accrual Period at a per annum rate equal to (x) the sum of (a) the weighted
average Pass-Through Rate of the Offered Certificates (other than the Class A-IO
Certificates) for such Distribution Date and (b) 2.94% multiplied by (y) the sum
of


                                       11

<PAGE>



(c) the Pre-Funded Amount at the end of the related Due Period and (d) the
aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not
have a first Due Date prior to January 1, 2002 and February 1, 2002,
respectively, transferred to the Trust during the related Due Period.
Notwithstanding the foregoing, however, for each of the January 2002, February
2002 and March 2002 Distribution Dates, the Capitalized Interest Requirement
shall be an amount not less than the amount required such that the Interest
Remittance Amount for such Distribution Date is sufficient to pay the
Uncertificated REMIC 1 Pass-Through Rate on each Uncertificated REMIC I Regular
Interest.

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

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

                  Certificates: As specified in the Preliminary Statement.

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

                  Certificate Balance: With respect to any Certificate at any
date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses allocated thereto and, in the case of any
Subordinate Certificates, all other reductions in Certificate Balance previously
allocated thereto pursuant to Section 4.05. Exclusively for the purpose of
determining any subrogation rights of FSA arising under Section 4.11 hereof,
"Certificate Balance" of the Class A-2 Certificates shall not be reduced by the
amount of any payments made by FSA in respect of principal on such Certificates
under the FSA Policy, except to the extent such payment shall have been
reimbursed to FSA pursuant to the provisions of this Agreement.

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


                                       12

<PAGE>





         CLASS                        CERTIFICATE MARGIN
         -----                        ------------------
                                  (1)                    (2)
          A-1                    0.47%                  0.94%
          A-2                    0.40%                  0.80%
          M-1                    1.40%                  1.90%
          M-2                    2.00%                  2.50%
           B                     3.50%                  4.00%

-----------------
(1)      On or prior to the Optional Termination Date.

(2)      After the Optional Termination Date.

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

                  Certificate Register: The register maintained pursuant to
Section 5.02.

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

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

                  Class A-1 Pass-Through Rate: With respect to the initial
Interest Accrual Period is approximately 2.40% per annum, and as to any Interest
Accrual Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum of LIBOR plus the related Certificate Margin and (ii)(x) the Net Funds
Cap minus (y) 1.00%.

                  Class A-2 Pass-Through Rate: With respect to the initial
Interest Accrual Period is approximately 2.33% per annum, and as to any Interest
Accrual Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum of LIBOR plus the related Certificate Margin and (ii)(x) the Net Funds
Cap minus (y) 1.11%.



                                       13

<PAGE>



                  Class A-IO Notional Amount: With respect to any Distribution
Date will equal the lesser of (i) the amount set forth on Schedule VI attached
hereto for such Distribution Date and (ii) the Aggregate Collateral Balance. 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 2 Regular Interest MT-IO.

                  Class A-R Pass-Through Rate: With respect to any Distribution
Date, a per annum rate equal to the Net Funds Cap. For federal income tax
purposes, however, with respect to any Distribution Date, a per annum rate equal
to the weighted average of the Uncertificated Pass- Through-Rate for REMIC 2
Regular Interest MT-R.

                  Class B Pass-Through Rate: With respect to the initial
Interest Accrual Period is approximately 5.43% per annum, and as to any Interest
Accrual Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

                  Class B Principal Payment Amount: For any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balances of the Class A-1, Class A-2,
Class P, Class A-R, Class M-1 and Class M-2 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class B Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 96.00% and (ii) the Aggregate
Collateral Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

                  Class M-1 Pass-Through Rate: With respect to the initial
Interest Accrual Period is 3.33% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

                  Class M-1 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect
with respect to such Distribution Date, will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balances of the Class A-1, Class
A-2, Class P and Class A-R Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 69.98% and (ii) the Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.

                  Class M-2 Pass-Through Rate: With respect to the initial
Interest Accrual Period is 3.93% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

                  Class M-2 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event has not occurred
with respect to such Distribution


                                       14

<PAGE>



Date, will be the amount, if any, by which (x) the sum of (i) the aggregate
Class Principal Balances of the Class A-1, Class A-2, Class P, Class A-R and
Class M-1 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 84.49% and (ii) the Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.

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

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

                  Class P Pass-Through Rate: With respect to any Distribution
Date and the Class P Certificates, a per annum rate equal to the Net Funds Cap.
For federal income tax purposes, however, with respect to any Distribution Date
and the Class P Certificates, the equivalent of the foregoing, expressed as a
per annum rate equal to the weighted average of the Uncertificated Pass- Through
Rate for REMIC 2 Regular Interest MT-P.

                  Class Principal Balance: With respect to any Class and as to
any date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

                  Closing Date: December 27, 2001.

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

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

                  Combined Loan-to-Value Ratio: With respect to any Mortgage
Loan and as to any date of determination, the fraction (expressed as a
percentage) the numerator of which is the sum of (i) principal balance of the
related Mortgage Loan at such date of determination and (ii) the principal
balance of the related First Mortgage Loan as of the date of origination of that
Mortgage Loan and the denominator of which is the Appraised Value of the related
Mortgaged Property.

                  Compensating Interest Payment: For any Distribution Date, an
amount to be paid by the applicable Servicer for such Distribution Date, equal
to the lesser of (i) an amount equal to one half of the monthly Servicing Fee
Rate on the Mortgage Loans being serviced by the related Servicer otherwise
payable to the related Servicer on such Distribution Date (prior to giving
effect to any Scheduled Payments due on such Mortgage Loans on such Due Date)
and (ii) the aggregate


                                       15

<PAGE>



Prepayment Interest Shortfall for the Mortgage Loans being serviced by the
related Servicer relating to Principal Prepayments received during the related
Prepayment Period.

                  Corporate Trust Office: The designated office of the Trustee
in the State of New York at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 450 West 33rd Street,
14th Floor, New York, New York 10001, Attention: Institutional Trust
Services/Structured Finance: CSFB-2001-S31.

                  Corresponding Certificate: With respect to (i) REMIC 2 Regular
Interest MT-P, (ii) REMIC 2 Regular Interest MT-R, (iii) REMIC 2 Regular
Interest MT-2, (iv) REMIC 2 Regular Interest MT-3, (v) REMIC 2 Regular Interest
MT-4, (vi) REMIC 2 Regular Interest MT-5 and (vii) REMIC 2 Regular Interest
MT-6, the (i) Class P Certificates, (ii) Class A-R Certificates, (iii) Class A-1
Certificates, (iv) Class A-2 Certificates, (v) Class M-1 Certificates, (vi)
Class M-2 Certificates and (vii) Class B Certificates, respectively.

                  Corresponding Uncertificated Interest: With respect to (i)
REMIC 1 Regular Interest LT-P and (ii) REMIC 1 Regular Interest LT-R, (i) REMIC
2 Regular Interest MT-P; and (ii) REMIC 2 Regular Interest MT-R, respectively.

                  CSFB: Credit Suisse First Boston Corporation, a Delaware
corporation, and its successors and assigns.

                  Cumulative Loss Event: For any Distribution Date, a Cumulative
Loss Event is occurring if cumulative Realized Losses on the Mortgage Loans
equal or exceed the percentage of the Aggregate Collateral Balance as of the
Cut-off Date for that Distribution Date as specified below:


                                                        PERCENTAGE OF AGGREGATE
                   DISTRIBUTION DATE                       COLLATERAL BALANCE
                   -----------------                       ------------------

    January 2002 - December 2004...................              N.A.
    January 2005 - December 2005...................              4.75%
    January 2006 - December 2006...................              5.50%
    January 2007 - December 2007...................              6.25%
    January 2008 - December 2008...................              6.50%
    January 2009 and thereafter....................              7.00%

                  Cumulative Net Losses: As to any date of determination and
with respect to each Mortgage Loan deemed to be a Liquidated Mortgage Loan on or
prior to the last day of the preceding Due Period, the amount by which the
aggregate principal balance of, and accrued interest on, such Liquidated
Mortgage Loan exceeds the Net Liquidation Proceeds for such Mortgage Loan
allocated to principal and accrued interest.

                  Current Interest: For any Class of Certificates and
Distribution Date, the amount of interest accruing at the applicable
Pass-Through Rate on the related Class Principal Balance, or


                                       16

<PAGE>



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

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

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

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

                  Cut-off Date: For any Mortgage Loan, other than a Subsequent
Mortgage Loan, December 1, 2001. For any Subsequent Mortgage Loan, the
applicable Subsequent Transfer Date.

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

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

                  Deferred Amount: For any Class of Class M or Class B
Certificates and any Distribution Date, will equal the amount by which (x) the
aggregate of the Applied Loss Amounts previously applied in reduction of the
Class Principal Balance thereof exceeds (y) the aggregate of amounts previously
paid in reimbursement thereof.

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

                  Deleted Mortgage Loan: As defined in Section 2.03.

                  Delinquency Rate: For any month, a fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 60 or more days delinquent (including all
foreclosures, bankruptcies and REO Properties) as of the close of


                                       17

<PAGE>



business on the last day of such month, and the denominator of which is the
Aggregate Collateral Balance as of the close of business on the last day of such
month.

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

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

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

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

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

                  Distribution Date: The 25 day of each month or if such day is
not a Business Day, the first Business Day thereafter, commencing in January
2002.

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

                  Due Date: With respect to any Distribution Date, the first day
of the month in which the related Distribution Date occurs.

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

                  Eligible Account: Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the deposits in
which are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an account
at a depository institution or trust company whose commercial paper or other
short term debt obligations (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding company, the
commercial paper or other short term debt obligations of such holding company)
have been rated by each Rating Agency in its highest short-term rating category,
or (iii) a segregated trust account or accounts (which shall be a "special
deposit account") maintained with the Trustee or any other federal or state
chartered depository institution or trust company, acting in


                                       18

<PAGE>



its fiduciary capacity, in a manner acceptable to the Trustee and the Rating
Agencies. Eligible Accounts may bear interest.

                  Eligible Institution: An institution having the highest
short-term debt rating, and one of the two highest long-term debt ratings of the
Rating Agencies or the approval of the Rating Agencies.

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

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

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

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

                  (iv) securities bearing interest or sold at a discount issued
         by any corporation incorporated under the laws of the United States of
         America or any state thereof which has


                                       19

<PAGE>



         a long-term unsecured debt rating in the highest available rating
         category of each of the Rating Agencies at the time of such investment;

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

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

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

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

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

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

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

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

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



                                       20

<PAGE>



                  Event of Default: As defined in Section 7.01.

                  Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Loss Mitigation Fee and the Trustee Fee.

                  Expense Fee Rate: As to each Mortgage Loan, the sum of the
related Servicing Fee Rate, the Loss Mitigation Fee Rate and the Trustee Fee
Rate.

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

                  FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

                  Financial Security Default: Any failure by FSA to pay any
Insured Payment pursuant to the terms of the FSA Policy.

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

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

                  Fitch: Fitch, Inc., or any successor thereto, located at One
State Street Plaza 32nd Floor, New York, NY 10004.

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

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

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

                  FSA: Financial Security Assurance Inc., a monoline insurance
company incorporated in 1984 under the laws of the State of New York. FSA is
licensed to engage in financial guaranty insurance business in all 50 states,
the District of Columbia, Puerto Rico and the U.S. Virgin Islands.

                  FSA Account: The account established pursuant to Section
4.11(c) hereof.

                  FSA Policy: The irrevocable Certificate Guaranty Insurance
Policy, No. 51224-N including any endorsements thereto, issued by FSA with
respect to the Class A-2 Certificates, in the form attached hereto as Exhibit S.



                                       21

<PAGE>



                  FSA Premium: With respect to any Distribution Date, an amount
equal to 1/12th of the product of (a) the aggregate Class Principal Balance of
the Class A-2 Certificates as of such Distribution Date (prior to giving effect
to any distributions thereon on such Distribution Date) and (b) the Premium
Percentage.

                  FSA Reimbursement Amount: For any Distribution Date, the sum
of (i) all amounts paid by FSA under the FSA Policy which have not been
previously reimbursed, (ii) all unpaid FSA Premiums, (iii) all amounts due to
FSA under this Agreement and (iv) interest on the foregoing at the Late Payment
Rate, in each case accruing from the date such amount was first due and payable
to FSA to and including such Distribution Date.

                  Guaranteed Distributions: As defined in the FSA Policy.

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

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

                  Insurance Proceeds: Proceeds paid under any Insurance Policy
covering a Mortgage Loan to the extent the proceeds are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account.

                  Insured Payment: As to any Distribution Date, an amount
actually paid under the FSA Policy for such Distribution Date.

                  Interest Accrual Period: With respect to each Distribution
Date, (i) with respect to the Class P, Class A-IO, Class A-R and Class X-1
Certificates, the calendar month prior to the month of such Distribution Date,
(ii) with respect to the Class A-1, Class A-2, Class M-1, Class M-2 and Class B
Certificates, the one-month period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs.

                  Interest Remittance Amount: For any Distribution Date, an
amount equal to the sum of (1) all interest collected (other than Payaheads and
Simple Interest Excess, if applicable) or advanced in respect of Scheduled
Payments on the Mortgage Loans during the related Due Period, the interest
portion of Payaheads previously received and intended for application in the
related Due Period and the interest portion of all Payoffs and Curtailments
received on the Mortgage Loans during the related Prepayment Period, less (x)
the Expense Fee with respect to such Mortgage Loans and (y) unreimbursed
Advances and other amounts due to a Servicer or the Trustee with respect to such
Mortgage Loans, to the extent allocable to interest, (2) all Compensating
Interest Payments paid by each Servicer with respect to the Mortgage Loans it is
servicing and such Distribution Date, (3) the portion of any Substitution
Adjustment Amount or Repurchase Price paid with respect to such Mortgage Loans
during the calendar month immediately preceding the Distribution Date allocable


                                       22

<PAGE>



to interest, (4) all Net Liquidation Proceeds, and any Insurance Proceeds and
other recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
to the extent allocable to interest, and unpaid Servicing Fees) collected with
respect to the Mortgage Loans during the prior calendar month, to the extent
allocable to interest and (5) any amounts withdrawn from the Simple Interest
Excess Sub-Account and the Capitalized Interest Account to pay interest on the
Certificates with respect to such Distribution Date. If on any Determination
Date the amount deposited into the Collection Account with respect to
Compensating Interest is the amount calculated in clause (ii) of the definition
of Compensating Interest Payment for such Distribution Date, any remaining
Servicing Fee relating to the Wilshire Serviced Loans shall be available to
cover any Net Simple Interest Shortfalls remaining on such Distribution Date,
after giving effect to the withdrawal from the Simple Interest Excess
Sub-Account pursuant to Section 3.06(f) on such Distribution Date.

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

                  Investment Account: The commingled account (which shall be
commingled only with investment accounts related to series of pass-through
certificates with a Class of certificates which has a rating equal to the
highest of the Ratings of the Certificates) maintained by a Servicer in the
trust department of the Investment Depository pursuant to Section 3.05.

                  Investment Depository: JP Morgan Chase Bank, New York, New
York or another bank or trust company designated from time to time by a
Servicer. The Investment Depository shall at all times be an Eligible
Institution.

                  Last Scheduled Distribution Date: With respect to each Class
of Certificates, other than the Class A-1 Certificates and Class A-IO
Certificates, the Distribution Date in March 2032. With respect to the Class
A-IO Certificates, the Distribution Date in June 2004. With respect to the Class
A-1 Certificates, the Distribution Date in December 2031.

                  Late Payment Rate: The lesser of (a) the greater of (i) the
per annum rate of interest, publicly announced from time to time by JP Morgan
Chase Bank at its principal office in New York, New York, as its prime or base
lending rate (any change in such rate of interest to be effective on the date
such change is announced by JP Morgan Chase Bank) plus 3%, and (ii) the Class
A-2 Pass- Through Rate and (b) the maximum rate permissible under applicable
usury or similar laws limiting interest rates. The Late Payment Rate shall be
computed on the basis of the actual number of days elapsed over a year of 360
days.

                  Latest Possible Maturity Date: Solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" of all interests created in REMIC 1, REMIC 2 and REMIC 3 shall be
March 25, 2032.

                  LIBOR: For any Interest Accrual Period other than the first
Interest Accrual Period, the rate for United States dollar deposits for one
month which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M.,
London, England time, on the second LIBOR Business Day


                                       23

<PAGE>



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

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

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

                  Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Expense Fees, Servicing Advances,
Advances and reasonable out-of-pocket expenses.

                  Loan Group: Any of Loan Group 1 or Loan Group 2, as
applicable.

                  Loan Group 1: All Mortgage Loans identified as Loan Group 1
Mortgage Loans on the Mortgage Loan Schedule.

                  Loan Group 1 Senior Certificates: Class A-1 Certificates.

                  Loan Group 2: All Mortgage Loans identified as Loan Group 2
Mortgage Loans on the Mortgage Loan Schedule.

                  Loan Group 2 Senior Certificates: Class A-2 Certificates.

                  Loss Mitigation Advisor: The Murrayhill Company, a Colorado
corporation.

                  Loss Mitigation Advisory Agreement: Either of the agreements
between a Servicer and the Loss Mitigation Advisor dated as of December 27,
2001.

                  Loss Mitigation Fee: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Loss
Mitigation Fee Rate on the Stated Principal Balance of such


                                       24

<PAGE>



Mortgage Loan as of the Due Date in the month of such Distribution Date (prior
to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due
Date).

                  Loss Mitigation Fee Rate: 0.0175% per annum.

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

                  Marker Rate: With respect to the Class X-1 Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC 2 Pass- Through Rates for REMIC 2 Regular
Interests MT-2, MT-3, MT-4, MT-5, MT-6 and MT-7, with the rates on REMIC 2
Regular Interests MT-2, MT-3, MT-4, MT-5, and MT-6 subject to a cap equal to the
lesser of (A) LIBOR plus the Certificate Margin for the Corresponding
Certificate and (B) the REMIC 2 Net WAC Rate for the purpose of this
calculation, and with the rate on REMIC 2 Regular Interest MT-7 subject to a cap
of zero for the purpose of this calculation.

                  Maximum Interest Rate: With respect to any Class of LIBOR
Certificates and any Distribution Date, an annual rate equal to the weighted
average of the Mortgage Rates of the Mortgage Loans minus the weighted average
Expense Fee Rate.

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

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

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

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

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

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

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



                                       25

<PAGE>



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

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

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

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

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

                  (i)      the Mortgage Loan identifying number;

                  (ii)     the Mortgagor's name;

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

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

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

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

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

                  (viii)   the stated maturity date;

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

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



                                       26

<PAGE>



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

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

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

                  (xiv)    the Originator of the related Mortgage Loan;

                  (xv)     the Servicing Fee Rate;

                  (xvi)    the related sub-servicer;

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

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

                  (xix)    whether such Mortgage Loan is a Simple Interest Loan;

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

                  (xxi)    whether such Mortgage Loan is in Loan Group 1 or Loan
         Group 2; and

                  (xxii)   whether such Mortgage Loan is a Wilshire Serviced
         Loan or an Ocwen Serviced Loan.

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

                  (i)      the number of Mortgage Loans in each Loan Group; and

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

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

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



                                       27

<PAGE>



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

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

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

                  Net Funds Cap: As to any Distribution Date, will be a per
annum rate equal to (a) a fraction, expressed as a percentage, (a) the numerator
of which is (1) the amount of interest accrued on the Mortgage Loans for such
date, minus (2) the sum of (i) the Expense Fee and (ii) the Current Interest for
the Class A-IO Certificates for such date, and (b) the denominator of which is
the product of (i) the Aggregate Collateral Balance immediately preceding such
Distribution Date (or as of the Cut-off Date in the case of the first
Distribution Date), multiplied by (ii) the actual number of days in the related
Interest Accrual Period. For federal income tax purposes, however, as to any
Distribution Date will be the equivalent of the foregoing, expressed as a per
annum rate equal to the weighted average of the Uncertificated Pass-Through
Rates on the REMIC 2 Regular Interests other than REMIC 2 Regular Interest
MT-II-IO.

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

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

                  Net Rate Cap: As to any Distribution Date, will be a per annum
rate equal to (a) a fraction, expressed as a percentage, (a) the numerator of
which is 12 times the excess of (1) the amount of interest accrued on the
Mortgage Loans for such date, minus (2) the Expense Fee, and (b) the denominator
of which is the Aggregate Loan Balance immediately preceding such Distribution
Date (or as of the Cut-off Date in the case of the first Distribution Date).

                  Net Simple Interest Excess: As of any Distribution Date, the
excess, if any, of the aggregate amount of Simple Interest Excess over the
amount of Simple Interest Shortfall.

                  Net Simple Interest Shortfall: As of any Distribution Date,
the excess, if any, of the aggregate amount of Simple Interest Shortfall over
the amount of Simple Interest Excess.

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


                                       28

<PAGE>



                  Notional Amount: Any of the Class A-IO Notional Amount or
Class X-1 Notional Amount, as the context requires.

                  Notional Amount Certificates: As specified in the Preliminary
Statement.

                  Ocwen: Ocwen Federal Bank FSB, a federally chartered savings
bank.

                  Ocwen Serviced Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule.

                  Offered Certificates: As specified in the Preliminary
Statement.

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

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

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

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

                  Optional Termination Holder: The Person who may terminate the
trust pursuant to Section 9.01, which shall be the Majority in Interest Class
X-1 Certificateholder; provided however that if the Majority in Interest Class
X-1 Certificateholder is the Seller or Credit Suisse First Boston Corporation,
or an Affiliate of the Seller or Credit Suisse First Boston Corporation, then
the Optional Termination Holder shall not terminate the trust pursuant to
Section 9.01.

                  OTS: The Office of Thrift Supervision.

                  Outsourcer: As defined in Section 3.02.

                  Outstanding: With respect to the Certificates as of any date
of determination, all Certificates theretofore executed and authenticated under
this Agreement except: (i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and (ii) Certificates


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<PAGE>



in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Trustee pursuant to this Agreement.

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

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

                  Overcollateralization Release Amount: For any Distribution
Date, an amount equal to the lesser of (x) the Principal Remittance Amount for
such Distribution Date and (y) the amount, if any, by which (1) the
Overcollateralization Amount for such date, calculated for this purpose on the
basis of the assumption that 100% of the aggregate of the Principal Remittance
Amount for such date is applied on such date in reduction of the aggregate of
the Class Principal Balances of the Certificates, exceeds (2) the Targeted
Overcollateralization Amount for such date.

                  Overfunded Interest Amount: With respect to any Subsequent
Transfer Date, the excess of (A) the amount on deposit in the Capitalized
Interest Account on such date over (B) the excess of (i) the amount of interest
accruing at (x) the sum of (a) the assumed weighted average Pass-Through Rates
of the Offered Certificates (other than the Class A-IO Certificates) and (b)
2.94% per annum multiplied by (y) the Pre-Funded Amount outstanding at the end
of the related Due Period for the total number of days remaining through the end
of the Accrual Periods ending January 24, 2002, February 24, 2002 and March 24,
2002 over (ii) one month of investment earnings on the amount on deposit in the
Capitalized Interest Account on such date at an annual rate of 2.50%. The
assumed weighted average Pass-Through Rate of the Offered Certificates (other
than the Class A-IO Certificates) will be calculated assuming LIBOR is 2.1825%
for any Subsequent Transfer Date prior to the February 2002 Distribution Date
and 2.43125% for any Subsequent Transfer Date prior to the March 2002
Distribution Date.

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

                  Pass-Through Rate: With respect to the Class A-IO
Certificates, the per annum rate set forth in the Preliminary Statement. With
respect to the Class A-1, Class A-2, Class A-R, Class P, Class M-1, Class M-2
and Class B Certificates, the Class A-1 Pass-Through Rate, Class A-2 Pass-
Through Rate, Class A-R Pass-Through Rate, Class P Pass-Through Rate, Class M-1
Pass-Through Rate, Class M-2 Pass-Through Rate and Class B Pass-Through Rate.

                  With respect to the Class A-IO Certificates and each Interest
Accrual Period, the lesser of 7.00% per annum and the Net Rate Cap for the
January 2002 through June 2004 Distribution Dates, and 0.00% per annum
thereafter; provided, however, for federal income tax


                                       30

<PAGE>



purposes, the Class A-IO Certificate will not have a Pass-Through Rate but will
pay an amount equal to 100% of the amount paid on REMIC 2 Regular Interest
MT-IO.

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

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

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

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

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

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

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

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

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

                  Payoff: Any payment of principal on a Mortgage Loan equal to
the entire outstanding Stated Principal Balance of such Mortgage Loan, if
received in advance of the last scheduled Due


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<PAGE>



Date for such Mortgage Loan and accompanied by an amount of interest equal to
accrued unpaid interest on the Mortgage Loan to the date of such
payment-in-full.

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

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

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

                  Physical Certificates: As specified in the Preliminary
Statement.

                  Pre-Funded Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall equal $12,603,706.74.

                  Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee with respect to the Loan Group 2 Mortgage Loans
pursuant to Section 3.05(f) in the name of the Trustee for the benefit of the
Certificateholders and designated "JP Morgan Chase Bank, in trust for registered
holders of CSFB Mortgage Pass-Through Certificates, Series 2001-S31." Funds in
the Pre-Funding Account shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement and shall not be a part of any
REMIC created hereunder; provided, however, that any investment income earned
from Eligible Investments made with funds in the Pre-Funding Account shall be
for the account of the Depositor.



                                       32

<PAGE>



                  Pre-Funding Period: The period from the Closing Date until the
earlier of (i) the date on which the amount on deposit in the Pre-Funding
Account is reduced to zero, or (ii) the date on which an Event of Default occurs
or (iii) March 24, 2002.

                  Premium Percentage: 0.11%.

                  Prepayment Interest Shortfall: As to any Mortgage Loan,
Distribution Date and Principal Prepayment, the difference between (i) one full
month's interest at the applicable Mortgage Rate (giving effect to any
applicable Relief Act Reduction), as reduced by the related Expense Fee Rate, on
the outstanding principal balance of such Mortgage Loan immediately prior to
such prepayment and (ii) the amount of interest actually received that accrued
during the month immediately preceding such Distribution Date with respect to
such Mortgage Loan in connection with such Principal Prepayment.

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

                  Prepayment Period: With respect to each Distribution Date and
each Payoff, the related "Prepayment Period" will be the 15th of the month
preceding the month in which the related Distribution Date occurs through the
14th of the month in which the related Distribution Date occurs. With respect to
each Distribution Date and each Curtailment, the related "Prepayment Period"
will be the calendar month preceding the month in which the related Distribution
Date occurs.

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

                  Principal Remittance Amount: For any Distribution Date, an
amount equal to the sum of (1) all principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period (less unreimbursed Advances, Servicing Advances and other
amounts due to each Servicer and the Trustee with respect to the Mortgage Loans,
to the extent allocable to principal) and the principal portion of Payaheads
previously received and intended for application in the related Due Period, (2)
all Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan
that was repurchased by the Seller, the Optional Termination Holder or the
Majority in Interest Class X-2 Certificateholder during the calendar month
immediately preceding such Distribution Date, (4) the portion of any
Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loans
during the calendar month immediately preceding such Distribution Date allocable
to principal, (5) all Net Liquidation Proceeds, and any Insurance Proceeds and
other recoveries (net of unreimbursed Advances, Servicing Advances and other
expenses, to the extent allocable to principal) collected with respect to the
Mortgage Loans during the prior calendar month, to the extent allocable to
principal and (6) with respect to the Distribution Date in March 2002, the
amount remaining in the Pre-Funding Account at the end of the Pre-Funding
Period.



                                       33

<PAGE>



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

                  Prospectus Supplement: The Prospectus Supplement dated
December 20, 2001 relating to the Offered Certificates.

                  PUD: Planned Unit Development.

                  Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
FNMA- or FHLMC- approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.

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

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

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

                  Realized Loss: With respect to each Liquidated Mortgage Loan,
an amount (not less than zero or greater than the Stated Principal Balance of
the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the


                                       34

<PAGE>



Stated Principal Balance of such Liquidated Mortgage Loan from time to time,
minus (iii) the Liquidation Proceeds, if any, received during the month in which
such liquidation occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan.

                  Record Date: With respect to the Certificates (other than the
Class A-1, Class A-2, Class M-1, Class M-2 and B Certificates) and any
Distribution Date, the close of business on the last Business Day of the month
preceding the month in which such applicable Distribution Date occurs. With
respect to the Class A-1, Class A-2, Class M-1, Class M-2 and B Certificates
which are Book- Entry Certificates and any Distribution Date, the close of
business on the Business Day preceding such Distribution Date.

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

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

                  Regular Certificates: As specified in the Preliminary
Statement.

                  Relief Act: The Soldiers' and Sailors' Civil Relief Act of
1940, as amended or any similar state law or regulation.

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



                                       35

<PAGE>



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

                  REMIC 1: The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made consisting of: (i) such
Mortgage Loans as from time to time are subject to this Agreement (other than
any Prepayment Premiums), 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, including the Primary Insurance Policy, required to be maintained
pursuant to this Agreement and any proceeds thereof and, (iv) the Collection
Account and the Certificate Account (subject to the last sentence of this
definition) and such assets that are deposited therein from time to time and any
investments thereof. Notwithstanding the foregoing, however, a REMIC election
will not be made with respect to the Reserve Fund, the Pre-Funding Account or
the Capitalized Interest Account.

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

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

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

                  REMIC 1 Regular Interest LT-3: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-3 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-4: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-4 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject


                                       36

<PAGE>



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

                  REMIC 1 Regular Interest LT-5: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-5 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-6: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-6 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-7: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-7 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-8: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-8 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-9: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-9 shall
accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

                  REMIC 1 Regular Interest LT-10: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-10
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.



                                       37

<PAGE>



                  REMIC 1 Regular Interest LT-11: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-11
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-12: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-12
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-13: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-13
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-14: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-14
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-15: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-15
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-16: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-16
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-17: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-17
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject


                                       38

<PAGE>



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

                  REMIC 1 Regular Interest LT-18: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-18
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-19: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-19
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-20: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-20
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-21: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-21
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-22: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-22
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-23: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-23
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.



                                       39

<PAGE>



                  REMIC 1 Regular Interest LT-24: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-24
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-25: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-25
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-26: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-26
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-27: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-27
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-28: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-28
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

                  REMIC 1 Regular Interest LT-29: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-29
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
0
                  REMIC 1 Regular Interest LT-30: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-30
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject


                                       40

<PAGE>



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

                  REMIC 1 Regular Interest LT-31: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-31
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

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

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

                  REMIC 1 Regular Interests: REMIC 1 Regular Interest LT-1,
LT-2, LT-3, LT-4, LT- 5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13,
LT-14, LT-15, LT-16, LT-17, LT-18, LT- 19, LT-20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-P and LT-R.

                  REMIC 2: The segregated pool of assets containing all of the
REMIC 1 Regular Interests, with respect to which a REMIC election is to be made.

                  REMIC 2 Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass- Through Rate for REMIC 2
Regular Interest MT-1 minus the Marker Rate, divided by (b) 12.

                  REMIC 2 Net Wac Rate: With respect to any Distribution Date, a
per annum rate equal to the weighted average of the related REMIC 2 Pass-Through
Rates on the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
MT-IO), weighted on the basis of the respective Uncertificated Principal
Balances thereof immediately preceding such Distribution Date.

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


                                       41

<PAGE>



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

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

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

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

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

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

                  REMIC 2 Regular Interest MT-6: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-6 shall
accrue interest at the related Uncertificated REMIC 2 Pass- Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject


                                       42

<PAGE>



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

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

                  REMIC 2 Regular Interest MT-7 Maximum Interest Deferral
Amount: With respect to any Distribution Date, the excess of (i) REMIC 2
Uncertificated Accrued Interest calculated with the Uncertificated Pass-Through
Rate for REMIC 2 Regular Interest MT-7 and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC 2
Regular Interest MT-7 over (y) the REMIC 2 Overcollateralization Amount, in each
case for such Distribution Date, over (ii) the sum of REMIC 2 Uncertificated
Accrued Interest on REMIC 2 Regular Interests MT-2, MT-3, MT-4, MT-5 and MT-6,
with the rates on REMIC 2 Regular Interests MT-2, MT-3, MT-4, MT-5 and MT-6
subject to a cap equal to the lesser of (a) LIBOR plus the Certificate Margin
relating to the Corresponding Certificate and (b) the Adjusted Net WAC Rate for
the purpose of this calculation for such Distribution Date.

                  REMIC 2 Regular Interest MT-IO: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-IO
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall not be entitled to distributions of
principal.

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

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

                  REMIC 2 Regular Interests: REMIC 2 Regular Interest MT-1,
REMIC 2 Regular Interest MT-2, REMIC 2 Regular Interest MT-3, REMIC 2 Regular
Interest MT-4, REMIC 2 Regular Interest MT-5, REMIC 2 Regular Interest MT-6,
REMIC 2 Regular Interest MT-7, REMIC 2 Regular Interest MT-IO, REMIC 2 Regular
Interest MT-P and REMIC 2 Regular Interest MT-R.



                                       43

<PAGE>



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

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

                  REMIC 3 Regular Interests: The Regular Certificates.

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

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

                  REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

                  Repurchase Price: With respect to any Mortgage Loan required
to be purchased by the Seller pursuant to this Agreement or purchased at the
option of the Optional Termination Holder or the Majority in Interest Holder of
the Class X-2 Certificates pursuant to this Agreement, an amount equal to the
sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date
of such purchase, (ii) accrued unpaid interest thereon at the applicable
Mortgage Rate from the date through which interest was last paid by the
Mortgagor to the Due Date in the month in which the Repurchase Price is to be
distributed to Certificateholders and (iii) any unreimbursed Servicing Advances.

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

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

                  Required Reserve Fund Amount: With respect to any Distribution
Date on which the Net Excess Spread is less than 0.25%, the greater of (a)
$15,000 and (b) the product of 0.50% and the Aggregate Loan Balance. With
respect to any Distribution Date on which the Net Excess Spread is equal to or
greater than 0.25%, $5,000.

                  Required Reserve Fund Deposit: With respect to any
Distribution Date on which the Net Excess Spread is less than 0.25%, the excess
of (i) the greater of (a) $15,000 and (b) product of 0.50% and the Aggregate
Collateral Balance over (ii) the amount of funds on deposit in the Reserve Fund
prior to deposits thereto on such Distribution Date. With respect to any
Distribution Date on


                                       44

<PAGE>



which the Net Excess Spread is equal to or greater than 0.25%, the excess of (i)
$5,000 over (ii) the amount of funds on deposit in the Reserve Fund prior to
deposits thereto on such Distribution Date.

                   Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.09 in the name of the
Trustee for the benefit of the Certificateholders and designated "JP Morgan
Chase Bank in trust for registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Mortgage Pass-Through Certificates, Series 2001-S31."
Funds in the Reserve Fund shall be held in trust for the holders of the Class
A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates for the uses and
purposes set forth in this Agreement. The Reserve Fund will be an "outside
reserve fund" within the meaning of Treasury regulation Section 1.860G-2(h)
established and maintained pursuant to Section 4.09. The Reserve Fund is not an
asset of any REMIC. Ownership of the Reserve Fund is evidenced by the Class X-1
Certificates.

                  Residual Certificates: As specified in the Preliminary
Statement.

                  Responsible Officer: When used with respect to the Trustee,
any Vice President, any Assistant Vice President, any Assistant Secretary, any
Trust Officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also to whom, with respect to a particular matter, such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Agreement.

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

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

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

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

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

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

                  Seller: DLJ Mortgage Capital Inc.

                  Senior Certificates: As specified in the Preliminary
Statement.


                                       45

<PAGE>



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

                  Senior Principal Payment Amount: For any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
Class Principal Balance of the Class A-1, Class A-2, Class P and Class A-R
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 48.47% and (ii) the Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.

                  Servicer: Wilshire or Ocwen, or their successors in interest,
as applicable, or any successor servicer appointed as provided herein.

                  Servicer Employee: As defined in Section 3.18.

                  Servicing Advance: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by the Servicer
of its servicing obligations, including, but not limited to, the cost (including
reasonable attorneys' fees and disbursements) of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any expenses
reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or
judicial proceedings, including foreclosures, and including any expenses
incurred in relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS System; (iii) the management and liquidation of any
REO Property (including default management and similar services, appraisal
services and real estate broker services); (iv) any expenses incurred by the
Servicer in connection with obtaining an environmental inspection or review
pursuant to the second paragraph of Section 3.11(a); (v) compliance with the
obligations under Section 3.09 and (vi) in the case of Ocwen, the cost of
obtaining any broker's price opinion in accordance with Section 3.11 hereof.

                  Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
of such Distribution Date (prior to giving effect to any Scheduled Payments due
on such Mortgage Loan on such Due Date), subject to reduction as provided in
Section 3.14.

                  Servicing Fee Rate: As to each Mortgage Loan, 0.50% per annum.

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


                                       46

<PAGE>



Loan, the excess, if any, of (i) the portion of the monthly payment received
from the Mortgagor for such Mortgage Loan allocable to interest with respect to
the related Due Period, over (ii) 30 days' interest on the Stated Principal
Balance of such Mortgage Loan at the Mortgage Rate.

                  Simple Interest Excess Sub-Account: The sub-account of the
Collection Account established by each Servicer pursuant to Section 3.06(d). The
Simple Interest Excess Sub-Account shall be an Eligible Account.

                  Simple Interest Mortgage Loan: Any Mortgage Loan for which the
interest due thereon is calculated based on the actual number of days elapsed
between the date on which interest was last paid through the date on which the
most current payment is received.

                  Simple Interest Qualifying Loan: As of any Determination Date,
any Simple Interest Mortgage Loan that was neither prepaid in full during the
related Due Period, nor delinquent with respect to a payment that became due
during the related Due Period as of the close of business on the Determination
Date following such Due Period.

                  Simple Interest Shortfall: As of any Distribution Date for
each Simple Interest Qualifying Loan, the excess, if any, of (i) 30 days'
interest on the Stated Principal Balance of all such Mortgage Loans at the
Mortgage Rate, over (ii) the portion of the monthly payment received from the
Mortgagor for such Mortgage Loan allocable to interest with respect to the
related Due Period.

                  Startup Day: December 27, 2001.

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

                  Stepdown Date: The date occurring on the later of (x) the
Distribution Date in January 2005 and (y) the first Distribution Date on which
the Senior Enhancement Percentage (calculated for this purpose after giving
effect to payments or other recoveries in respect of the Mortgage Loans during
the related Due Period but before giving effect to payments on the Certificates
on such Distribution Date) is greater than or equal to 51.53%.

                  Subordinate Certificates: As specified in the Preliminary
Statement.

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


                                       47

<PAGE>



to a single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.

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

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

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

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

                  Substitution Adjustment Amount: As defined in Section 2.03.

                  Targeted Overcollateralization Amount: For any Distribution
Date prior to the Stepdown Date, 2.00% of the Aggregate Collateral Balance as of
the Cut-off Date; with respect to any Distribution Date on or after the Stepdown
Date and with respect to which a Trigger Event is not in effect, the greater of
(a) 4.00% of the Aggregate Collateral Balance for such Distribution Date, or (b)
0.50% of the Aggregate Collateral Balance as of the Cut-off Date; with respect
to any Distribution Date on or after the Stepdown Date with respect to which a
Trigger Event is in effect and is continuing, the Targeted Overcollateralization
Amount for the Distribution Date immediately preceding such Distribution Date;
provided, however, that the Targeted Overcollateralization Amount shall not
exceed the aggregate Class Principal Balance of the Certificates. Upon (x)
written direction by the Majority in Interest Holder of the Class X-1
Certificates and (y) the issuance by an affiliate of the Depositor of a credit
enhancement contract in favor of REMIC 1 which is satisfactory to the Rating
Agencies, the Targeted Overcollateralization Amount shall be reduced to the
level approved by the Rating Agencies as a result of such credit enhancement
contract.

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

                  Tax Matters Person Certificate: The Class A-R Certificates,
with a Denomination of $0.05. Transfer: Any direct or indirect transfer or sale
of any Ownership Interest in a Residual Certificate.

                  Trigger Event: A Trigger Event will be in effect for any
Distribution Date if (a) the Rolling Three Month Delinquency Rate as of the last
day of the related Due Period equals or exceeds 13.50% of the Senior Enhancement
Percentage for such Distribution Date or (ii) a Cumulative Loss Event is
occurring. The Trigger Event may be amended by the parties hereto in the future
with the consent of the Rating Agencies.


                                       48

<PAGE>



                  Trust Fund: Collectively, the assets of REMIC 1, REMIC 2,
REMIC 3 and the Reserve Fund.

                  Trustee: JP Morgan Chase Bank and its successors and, if a
successor trustee is appointed hereunder, such successor.

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

                  Trustee Fee Rate: With respect to any Distribution Date,
0.0055% per annum.

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

                  Uncertificated Notional Amount: With respect to any
Distribution Date and REMIC 2 Regular Interest MT-IO, an amount equal to the
lesser of (i) the Aggregate Collateral Balance and (ii) with respect to the
Distribution Date in January 2002, the aggregate Uncertificated Principal
Balances of REMIC 1 Regular Interests LT-2, LT-3, LT-4, LT-5, LT-6, LT-7, LT-8,
LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19,
LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and
LT-31; with respect to the Distribution Date in February 2002, the aggregate
Uncertificated Principal Balances of REMIC 1 Regular Interests LT- 3, LT-4,
LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in March
2002, the aggregate Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT- 11, LT-12, LT-13, LT-14,
LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT- 24, LT-25,
LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution
Date in April 2002, the aggregate Uncertificated Principal Balances of REMIC 1
Regular Interest LT-5, LT- 6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13,
LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT- 20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in May 2002, the Uncertificated Principal Balances of REMIC 1
Regular Interest LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14,
LT-15, LT-16, LT- 17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25,
LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution
Date in June 2002, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in July
2002, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-8,
LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19,
LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and
LT-31; with respect to the Distribution Date in August 2002, the Uncertificated


                                       49

<PAGE>

Principal Balances of REMIC 1 Regular Interest LT-9, LT-10, LT-11, LT-12, LT-13,
LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in September 2002, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17,
LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28,
LT-29, LT-30 and LT-31; with respect to the Distribution Date in October 2002,
the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-11, LT-12,
LT-13, LT-14, LT- 15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23,
LT-24, LT-25, LT-26, LT-27, LT- 28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in November 2002, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19,
LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and
LT-31; with respect to the Distribution Date in December 2002, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-13, LT-14,
LT-15, LT-16, LT-17, LT-18, LT- 19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25,
LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution
Date in January 2003, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT- 23,
LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in February 2003, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22,
LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect
to the Distribution Date in March 2003, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23,
LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in April 2003, the Uncertificated Principal Balances of REMIC
1 Regular Interest LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in May 2003, the Uncertificated Principal Balances of REMIC 1
Regular Interest LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26,
LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in
June 2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29,
LT-30 and LT-31; with respect to the Distribution Date in July 2003, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-20, LT-21,
LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with
respect to the Distribution Date in August 2003, the Uncertificated Principal
Balances of REMIC 1 Regular Interest LT-21, LT-22, LT-23, LT-24, LT-25, LT-26,
LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in
September 2003, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and
LT-31; with respect to the Distribution Date in October 2003, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-23, LT-24, LT-25, LT-26,
LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in
November 2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31; with respect to the
Distribution Date in December 2003, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31;
with respect to the distribution date Distribution Date in January 2004, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-26, LT-27,
LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in February
2004, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-27,
LT-28, LT-29, LT-30 and LT-31; with respect to the Distribution Date in March
2004, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-28,
LT-29, LT-


                                       50

<PAGE>



30 and LT-31; with respect to the Distribution Date in March 2004, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-29, LT-30 and
LT-31; with respect to the Distribution Date in April 2004, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-30 and LT-31; with respect to
the Distribution Date in May 2004, the Uncertificated Principal Balance of REMIC
1 Regular Interest LT-31, respectively.

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

                  Uncertificated Principal Balance: With respect to each REMIC
Regular Interest, the amount of such REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.05(b), and the
Uncertificated Principal Balance of REMIC 2 Regular Interest MT-7 shall be
increased by interest deferrals as provided in Section 4.07. The Uncertificated
Principal Balance of each REMIC Regular Interest that has an Uncertificated
Principal Balance shall never be less than zero.

                  Uncertificated REMIC 1 Pass-Through Rate: With respect to each
Uncertificated REMIC 1 Regular Interest and the Interest Accrual Periods in
January 2002, February 2002 and March 2002, a per annum rate equal to 11.6589%,
11.6591% and 11.6593%, respectively; with respect to each Uncertificated REMIC 1
Regular Interest and each Interest Accrual Period thereafter, the weighted
average of the Net Mortgage Rates Mortgage Loans.

                  Uncertificated REMIC 2 Pass-Through Rate: For any Distribution
Date, with respect to REMIC 2 Regular Interest MT-1, REMIC 2 Regular Interest
MT-2, REMIC 2 Regular Interest MT-3, REMIC 2 Regular Interest MT-4, REMIC 2
Regular Interest MT-5, REMIC 2 Regular Interest MT-6, REMIC 2 Regular Interest
MT-7, REMIC 2 Regular Interest MT-P and REMIC 2 Regular Interest MT-R, the
Adjusted Net WAC Rate for such Distribution Date. For any Distribution Date,
with respect to REMIC 2 Regular Interest MT-IO, a per annum rate equal to the
excess, if any, of (A) the REMIC 1 Net Wac Rate over (B) the excess, if any, of
(i) the REMIC 1 Net Wac Rate over (ii) 7.00%.

                  United States Person: A citizen or resident of the United
States, a corporation or a partnership (including an entity treated as a
corporation or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States or any State
thereof or the District of Columbia (except, in the case of a partnership, to
the extent provided in regulations) provided that, for purposes solely of the
restrictions on the transfer of Class A-R Certificates, 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


                                       51

<PAGE>



States is able to exercise primary supervision over the administration of the
trust and one or more such United States Persons have the authority to control
all substantial decisions of the trust. To the extent prescribed in regulations
by the Secretary of the Treasury, which have not yet been issued, a trust which
was in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States Person notwithstanding the previous
sentence.

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

                  Wilshire: Wilshire Credit Corporation.

                  Wilshire Serviced Loans: The Mortgage Loans identified as such
on the Mortgage Loan Schedule.

                  SECTION 1.02              Interest Calculations.

                  The calculation of the Trustee Fee, the Servicing Fee, the
Loss Mitigation Fee and interest on the Class A-IO and Class X-1 Certificates
and on the related Uncertificated Interests shall be made on the basis of a
360-day year consisting of twelve 30-day months. The calculation of interest on
the Class A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates and the
related Uncertificated Interests shall be made on the basis of a 360-day year
and the actual number of days elapsed in the related Interest Accrual Period.
All dollar amounts calculated hereunder shall be rounded to the nearest penny
with one-half of one penny being rounded down.

                  SECTION 1.03              Allocation of Certain Interest
                                            Shortfalls.

                  For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,
the aggregate amount of any Prepayment Interest Shortfalls (net of any
Compensating Interest Payment) and any Relief Act Reductions incurred in respect
of the Mortgage Loans for any Distribution Date shall be allocated first to
REMIC 1 Regular Interest LT-1 and then to REMIC 1 Regular Interests LT-2, LT-3,
LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15,
LT-16, LT-17, LT-18, LT-19, LT-20, LT- 21, LT-22, LT-23, LT-24, LT-25, LT-26,
LT-27, LT-28, LT-29, LT-30, LT-31, LT-P and LT-R, in each case to the extent of
one month's interest at the then applicable respective Uncertificated


                                       52

<PAGE>



REMIC 1 Pass-Through Rate on the respective Uncertificated Principal Balance of
each such Uncertificated REMIC 1 Regular Interest. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC 2 Regular Interests
for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC 2 Regular Interest MT-1 and REMIC 2 Regular Interest MT-7 up to
an aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter any remaining Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Mortgage Loans for any Distribution Date shall be allocated among REMIC 2
Regular Interests MT-1, MT-2, MT-3, MT-4, MT-5, MT-6, MT-7, MT-R and MT-P, pro
rata based on, and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence.


                                       53

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 2.01              Conveyance of Mortgage Loans.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee in trust for the benefit of the Certificateholders,
without recourse, all (i) the right, title and interest of the Depositor (which
does not include servicing rights) in and to each Initial Mortgage Loan,
including all interest and principal received or receivable on or with respect
to such Initial Mortgage Loans after the Cut-off Date and all interest and
principal payments on the Initial Mortgage Loans received prior to the Cut-off
Date in respect of installments of interest and principal due thereafter, but
not including payments of principal and interest due and payable on the Mortgage
Loans on or before the Cut-off Date (other than the rights of the Servicers to
service the Initial Mortgage Loans in accordance with this Agreement), (ii) the
Depositor's rights under the Assignment Agreement, (iii) any such amounts as may
be deposited into and held by the Trustee in the Pre-Funding Account and the
Capitalized Interest Account and (iv) all proceeds of any of the foregoing. In
addition, on or prior to the Closing Date, the Depositor shall cause FSA to
deliver the FSA Policy to the Trustee.

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

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

                  (ii) the original Mortgage bearing evidence that such
         instruments have been recorded in the appropriate jurisdiction where
         the Mortgaged Property is located as determined by DLJMC (or, in lieu
         of the original of the Mortgage or the assignment thereof, a duplicate
         or conformed copy of the Mortgage or the instrument of assignment, if
         any, together with a certificate of receipt from the Seller or the
         settlement agent who handled the closing of the Mortgage Loan,
         certifying that such copy or copies represent true and correct
         copy(ies) of the original(s) and that such original(s) have been or are
         currently submitted to be recorded in the appropriate governmental
         recording office of the jurisdiction where the Mortgaged Property is
         located) or a certification or receipt of the recording authority
         evidencing the same;



                                       54

<PAGE>



                  (iii) the original Assignment of Mortgage, in blank, which
         assignment appears to be in form and substance acceptable for recording
         and, in the event that the related Seller acquired the Mortgage Loan in
         a merger, the assignment must be by "[Seller], successor by merger to
         [name of predecessor]", and in the event that the Mortgage Loan was
         acquired or originated by the related Seller while doing business under
         another name, the assignment must be by "[Seller], formerly known as
         [previous name]";

                  (iv) the original of any intervening assignment of the
         Mortgage not included in (iii) above, including any warehousing
         assignment, with evidence of recording thereon (or, in lieu of the
         original of any such intervening assignment, a duplicate or conformed
         copy of such intervening assignment together with a certificate of
         receipt from the related Seller or the settlement agent who handled the
         closing of the Mortgage Loan, certifying that such copy or copies
         represent true and correct copy(ies) of the original(s) and that such
         original(s) have been or are currently submitted to be recorded in the
         appropriate governmental recording office of the jurisdiction where the
         Mortgaged Property is located) or a certification or receipt of the
         recording authority evidencing the same;

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

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

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

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


                                       55

<PAGE>



         Property is located) or a certification or receipt of the recording
         authority evidencing the same; and

                  (ix) in the case of the First Mortgage Loans, the original
         mortgage title insurance policy.

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

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

                  As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall (at the Seller's expense) (i) affix the Trustee's name to each Assignment
of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper
form for recording in the appropriate public office for real property records
within thirty (30) days after receipt thereof and (iii) cause to be delivered
for recording in the appropriate public office for real property records the
assignments of the Mortgages to the Trustee, except that, with respect to any
assignment of a Mortgage as to which the Trustee has not received the
information required to prepare such assignment in recordable form, the
Trustee's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within thirty (30) days after the receipt thereof, and the Trustee need not
cause to be recorded (a) any assignment which relates to a Mortgage Loan in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
delivered by the Trustee (at the Depositor's expense, provided such expense has
been previously approved by the Depositor in writing) within 20 days of the
Closing Date, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee's and the Certificateholders'
interest in the related Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee
of record solely as nominee for the Seller and its successors and assigns.

                  In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Depositor further agrees that it will
cause, at the Depositor's own expense, on or prior


                                       56

<PAGE>



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

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

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


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such actions as may be necessary to ensure that, if this Agreement were deemed
to create a security interest in the Mortgage Loans, such security interest
would be deemed to be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of this
Agreement.

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

                  (f) Upon one Business Day's prior written notice to the
Trustee, the related Servicer and the Rating Agencies, on any Business Day
during the Pre-Funding Period designated by the Depositor, the Depositor, DLJMC,
the related Servicer and the Trustee shall complete, execute and deliver a
Subsequent Transfer Agreement so long as no Rating Agency has provided notice
that the execution and delivery of such Subsequent Transfer Agreement will
result in a reduction or withdrawal of the ratings assigned to the Certificates
(without regard to the FSA Policy).

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

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

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

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

                  (iv) the execution and delivery of such Subsequent Transfer
         Agreement or conveyance of the related Subsequent Mortgage Loans does
         not result in a reduction or


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<PAGE>



         withdrawal of any ratings assigned to the Certificates by the Rating
         Agencies (without regard to the FSA Policy);

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

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

                  (vii) such Subsequent Mortgage Loan does not have a Net
         Mortgage Rate less than 11.87% per annum;

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

                  (ix) such Subsequent Mortgage Loan does not have a Combined
         Loan-to-Value Ratio greater than 100.00%;

                  (x) such Subsequent Mortgage Loan has a principal balance not
         greater than $399,545;

                  (xi) no Subsequent Mortgage Loan shall have a final maturity
         date after February 28, 2032;

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

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

                  (xiv) following the conveyance of the Subsequent Mortgage
         Loans on such Subsequent Transfer Date the characteristics of the Loan
         Group 2 Mortgage Loans will be as follows:

                  A.       a weighted average Mortgage Rate of at least 12.39%
                           per annum;

                  B.       a weighted average remaining term to stated maturity
                           of less than 192 months;

                  C.       a weighted average Combined Loan-to-Value Ratio of
                           not more than 92.54%;

                  D.       no more than 72% of the Loan Group 2 Mortgage Loans
                           by aggregate Cut-off Date Principal Balance are
                           balloon loans;

                  E.       no more than 66% of the Loan Group 2 Mortgage Loans
                           by aggregate Cut-off Date Principal Balance are
                           concentrated in one state; and


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                  F.       no more than 3.22% of the Loan Group 2 Mortgage Loans
                           by aggregate Cut-off Date Principal Balance relate to
                           non-owner occupied properties;

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

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

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

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

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

                  SECTION 2.02              Acceptance by the Trustee.

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

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



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                  Not later than 90 days after the Closing Date, each Custodian
is required to deliver to the Depositor, the Seller, FSA, the Trustee and the
Servicers a Final Certification in the form annexed hereto as Exhibit H, with
any applicable exceptions noted thereon.

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

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


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<PAGE>



and deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
from registration on the MERS(R) System in accordance with MERS' rules and
regulations.

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

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

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

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

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



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                  SECTION 2.03              Representations and Warranties of
                                            the Seller and Servicers.

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

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

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

                  (d) Each of Wilshire and Ocwen, in their capacity as Servicer,
will use its reasonable efforts to become a member of MERS in good standing, and
will comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS.

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

                  (f) Upon discovery by any of the parties hereto of a breach of
a representation or warranty made pursuant to Section 2.03(e) that materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt notice thereof to the
other parties. The Seller hereby covenants that within 90 days of the earlier of
its discovery or its receipt of written notice from any party of a breach of any
representation or warranty made by it pursuant to Section 2.03(e) which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan sold by the Seller to the Depositor, it shall cure such breach in
all material respects, and if such breach is not so cured, shall, (i) if such
90-day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in the manner and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in the manner
set forth below; provided, however, that any such substitution pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery to
the Trustee of a Request for Release substantially in the form of Exhibit M and
the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller
shall promptly reimburse the Trustee for any actual out-of-pocket expenses
reasonably incurred by the Trustee in respect of enforcing the remedies for such
breach. With respect to any representation and warranties described in this
Section


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which are made to the best of a Seller's knowledge if it is discovered by the
Depositor, the Seller or the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan or the interests of the
Certificateholders therein, notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or warranty.

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

                  For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Trustee shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion of
the monthly payments due in the month of substitution). The amount of such
shortage (the "Substitution Adjustment Amount") plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans shall be deposited in the Certificate Account by the Seller on or before
the Business Day immediately preceding the Distribution Date in the month
succeeding the calendar month during which the related Mortgage Loan became
required to be repurchased or replaced hereunder.

                  In the event that the Seller shall have repurchased a Mortgage
Loan, the Repurchase Price therefor shall be deposited in the Certificate
Account on or before the Business Day immediately preceding the Distribution
Date in the month following the month during which the


                                       64

<PAGE>



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

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

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

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

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

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

                  Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 90 days after the
Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either the Trustee or
the Trust Fund, addressed to the Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on "prohibited transactions" on
the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

                  SECTION 2.06              Execution and Delivery of
                                            Certificates.

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


                                       65

<PAGE>



Certificates and to perform the duties set forth in this Agreement to the best
of its ability, to the end that the interests of the Holders of the Certificates
may be adequately and effectively protected.

                  SECTION 2.07              REMIC Matters.

                  The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Day" for purposes of the REMIC Provisions shall be
the Closing Date. The REMIC 1 Regular Interests shall be designated as the
"regular interests." REMIC 2 Regular Interests shall be designated as the
"regular interests." The Class A-1, Class A-2, Class A-IO, Class M, Class B,
Class P and Class X Certificates shall be designated as the "regular interests"
in REMIC 3. The Class A-R Certificates will represent beneficial ownership of
three residual interests, each of which will constitute the sole class of
residual interests in each of REMIC 1, REMIC 2 and REMIC 3. The Trustee shall
not permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in REMIC 1, REMIC 2 or REMIC 3 other than the Certificates or the
Uncertificated REMIC Regular Interests. The "tax matters person" with respect to
each of REMIC 1, REMIC 2 and REMIC 3 shall be the Trustee and the Trustee shall
hold the related Tax Matters Person Certificate in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The fiscal year for each REMIC shall be the calendar year.

                  SECTION 2.08              Covenants of each Servicer.

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

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

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

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


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<PAGE>



hold the same in trust for the exclusive use and benefit of the holders of the
Regular Certificates and the Class R-3 Interest. The interests evidenced by the
Class R-3 Interest, together with the Regular Certificates, constitute the
entire beneficial ownership interest in REMIC 3.

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

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




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

                  SECTION 3.01              Servicers to Service Mortgage Loans.

                  For and on behalf of the Certificateholders, each Servicer
shall service and administer the Mortgage Loans in accordance with the terms of
this Agreement and with Accepted Servicing Practices. The obligations of each of
Wilshire and Ocwen hereunder to service and administer the Mortgage Loans shall
be limited to the Wilshire Serviced Loans and the Ocwen Serviced Loans,
respectively; and with respect to the duties and obligations of each Servicer,
references herein to "Mortgage Loans" or "related Mortgage Loans" shall be
limited to the Wilshire Serviced Loans (and the related proceeds thereof and
related REO Properties) in the case of Wilshire and the Ocwen Serviced Loans
(and the related proceeds thereof and related REO Properties), in the case of
Ocwen, and in no event shall any Servicer have any responsibility or liability
with respect to any of the other Mortgage Loans. Notwithstanding anything in
this Agreement, any Servicing Agreement or any Loss Mitigation Advisory
Agreement to the contrary, neither Servicer shall have any duty or obligation to
enforce any Loss Mitigation Advisory Agreement or to supervise, monitor or
oversee the activities of the Loss Mitigation Advisor under its Loss Mitigation
Advisory Agreement with respect to any action taken or not taken by a Servicer
pursuant to a recommendation of the Loss Mitigation Advisor. In connection with
such servicing and administration, each Servicer shall have full power and
authority, acting alone and/or through Subservicers as provided in Section 3.02
hereof, to do or cause to be done any and all things that it may deem necessary
or desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that a Servicer shall not take any
action that is inconsistent with or prejudices the interests of the Trust Fund
or the Certificateholders in any Mortgage Loan or the rights and interests of
the Depositor, the Trustee or the Certificateholders under this Agreement. The
Trustee will provide a limited power of attorney to each Servicer, prepared by
each Servicer and reasonably acceptable to the Trustee, to permit each Servicer
to act on behalf of the Trustee under this Agreement. Each Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney. Each
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer
further is hereby authorized and empowered in its own name or in the name of the
Subservicer, when such Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS(R) System, or cause the removal from the registration of any Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS,


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solely as nominee for the Trustee and its successors and assigns. Any reasonable
expenses incurred in connection with the actions described in the preceding
sentence or as a result of MERS discontinuing or becoming unable to continue
operations in connection with the MERS(R) System, shall be reimbursable by the
Trust Fund to such Servicer. Notwithstanding the foregoing, subject to Section
3.05(a), the Servicers shall not make or permit any modification, waiver or
amendment of any Mortgage Loan that would both constitute a sale or exchange of
such Mortgage Loan within the meaning of Section 1001 of the Code and any
proposed, temporary or final regulations promulgated thereunder (other than in
connection with a proposed conveyance or assumption of such Mortgage Loan that
is treated as a Principal Prepayment in Full pursuant to Section 3.10 hereof)
which would cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a
REMIC. Without limiting the generality of the foregoing, each Servicer, in its
own name or in the name of the Depositor and the Trustee, is hereby authorized
and empowered by the Depositor and the Trustee, when such Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans, and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans to the extent that such Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to such Servicer.

                  In accordance with the standards of the preceding paragraph,
each Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on any Mortgaged
Property (to the extent the Servicer has been notified that such taxes or
assessments have not paid by the related Mortgagor or the owner or the servicer
of the related First Mortgage Loan), which advances shall be reimbursable in the
first instance from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08. The costs incurred by a Servicer,
if any, in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

                  Subject to Section 3.16, the Trustee shall execute, at the
written request of a Servicer, and furnish to such Servicer and any Subservicer
such documents as are necessary or appropriate to enable such Servicer or any
Subservicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to each Servicer a power of attorney to carry out
such duties. The Trustee shall not be liable for the actions of the Servicers or
any Subservicers under such powers of attorney.

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



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

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

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

                  SECTION 3.02              Subservicing; Enforcement of the
                                            Obligations of Subservicers.

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

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

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


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any right of reimbursement from the Depositor, Trustee, the Trust Fund, or the
applicable Collection Account.

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

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

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

                  SECTION 3.03              [Reserved].

                  SECTION 3.04              Trustee to Act as Servicer.

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

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

                  (b)      [reserved]



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

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

                  (b) Each Servicer shall segregate and hold all funds collected
and received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of Credit Suisse First Boston Mortgage
Securities Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S31" or,
if established and maintained by a Subservicer on behalf of the related
Servicer, "[Subservicer's name], in trust for [Servicer's name]" or
"[Subservicer's name], as agent, trustee and/or bailee of principal and interest
custodial account for [Servicer's name], its successors and assigns, for various
owners of interest in [Servicer's name] mortgage-backed pools". Each Collection
Account shall be an Eligible Account. Any funds deposited in a Collection
Account shall at all times be either invested in Eligible


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Investments or shall be fully insured to the full extent permitted under
applicable law. Funds deposited in a Collection Account may be drawn on by the
applicable Servicer in accordance with Section 3.08.

                  Each Servicer shall deposit in the Collection Account on a
daily basis and retain therein, the following collections remitted by
Subservicers or payments received by such Servicer and payments made by such
Servicer subsequent to the Cut-off Date, other than payments of principal and
interest due on or before the Cut-off Date:

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

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

                  (iii) all Liquidation Proceeds on the Mortgage Loans;

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

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

                  (vi) with respect to each Principal Prepayment on the Mortgage
         Loans, the Prepayment Interest Shortfall, if any, for the Prepayment
         Period. The aggregate of such deposits shall be made from such
         Servicer's own funds, without reimbursement therefor, up to a maximum
         amount per month equal to the Compensating Interest Payment, if any,
         for the Mortgage Loans and that Distribution Date;

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

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

                  The foregoing requirements for deposit into each Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, Ancillary Income need not be deposited
by such Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, each Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that a
Servicer shall remit any amount not required to be remitted, it may at any time
withdraw or direct the institution maintaining the related Collection Account to
withdraw such amount from such Collection Account, any provision herein to the
contrary notwithstanding. Such withdrawal or direction may be accomplished by
delivering written notice thereof to the Trustee or such other institution
maintaining such


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Collection Account which describes the amounts deposited in error in such
Collection Account. Each Servicer shall maintain adequate records with respect
to all withdrawals made by it pursuant to this Section. All funds deposited in a
Collection Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.

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

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

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

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

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

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


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Certificate Account. All income and gain net of any losses realized from any
such balances or investment of funds on deposit in the Pre-Funding Account shall
be for the benefit of the Depositor and shall be remitted to it monthly.

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

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

                  If any funds remain in the Pre-Funding Account on March 24,
2002, to the extent they represent interest earnings on the amounts originally
deposited into the Pre-Funding Account, the Trustee shall distribute them to the
order of the Depositor. The remaining funds shall be transferred to the
Certificate Account to be included as part of principal distributions to the
Class A-2 Certificates on the March 2002 Distribution Date.

                  (g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the Closing Date, the
Depositor shall remit the Capitalized Interest Deposit to the Trustee for
deposit in the Capitalized Interest Account. On the Business Day prior to each
of the January 2002, February 2002 and March 2002 Distribution Dates, the
Trustee shall transfer from the Capitalized Interest Account to the Certificate
Account an amount equal to the Capitalized Interest Requirement for such
Distribution Date. On each of the January 2002 and February 2002 Distribution
Dates, any Overfunded Interest Amount shall be withdrawn from the Capitalized
Interest Account and paid to the Depositor. Any funds remaining in the
Capitalized Interest Account immediately after the March 2002 Distribution Date
shall be paid to the Depositor.

                  SECTION 3.06              Establishment of and Deposits to
                                            Escrow Accounts; Permitted
                                            Withdrawals from Escrow Accounts;
                                            Payments of Taxes, Insurance and
                                            Other Charges; Simple Interest
                                            Excess Sub- Accounts; Deposits in
                                            Simple Interest Excess Sub-Accounts.

                  (a) To the extent required by the related Mortgage Note and
not violative of current law, the applicable Servicer shall segregate and hold
all funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, in the form of time
deposit or demand accounts, titled, "Credit Suisse First Boston Mortgage
Securities Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S31" or,
if established and maintained by a Subservicer on behalf of the related
Servicer, "[Subservicer's name], in trust for [Servicer's name]"


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or "[Subservicer's name], as agent, trustee and/or bailee of taxes and insurance
custodial account for [Servicer's name], its successors and assigns, for various
owners of interest in [Servicer's name] mortgage-backed pools". The Escrow
Accounts shall be Eligible Accounts. Funds deposited in the Escrow Account may
be drawn on by the related Servicer in accordance with Section 3.06(b). The
creation of any Escrow Account shall be evidenced by a certification in the form
of Exhibit P-1 hereto, in the case of an account established with a Servicer, or
by a letter agreement in the form of Exhibit P-2 hereto, in the case of an
account held by a depository other than a Servicer. A copy of such certification
shall be furnished to the Depositor and Trustee.

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

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

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

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

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

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

                  (ii) to reimburse such Servicer for any Servicing Advances
         made by such Servicer pursuant to Section 3.06(e) with respect to a
         related Mortgage Loan, but only from amounts received on the related
         Mortgage Loan which represent late collections of Escrow Payments
         thereunder;

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

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



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

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

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

                  (d) No later than the Closing Date, each Servicer shall
establish and maintain a sub-account of the Collection Account titled
"[Servicer's name], Simple Interest Excess Sub- Account in trust for the Holders
of Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-S31". Each Servicer shall, on each Determination Date
transfer from the Collection Account to the Simple Interest Excess Sub-Account
all Net Simple Interest Excess, if any, pursuant to Section 3.08(a)(ix), and
shall maintain a record of all such deposits.

                  (e) Each Servicer shall withdraw amounts on deposit in the
applicable Simple Interest Excess Sub-Account on each Determination Date for
deposit to the Certificate Account in an amount equal to the lesser of (i) the
amount on deposit therein, and (ii) the Net Simple Interest Shortfall for such
Distribution Date.

                  (f) Each Servicer shall remit to the Trustee which shall
thereupon distribute to the Class X-1 Certificateholder 90% of the balance in
the applicable Simple Interest Excess Sub- Account on the Distribution Date each
year occurring in June, commencing in June 2002. Such distributions shall be
deemed to be made on a first-in, first-out basis. In addition, each Servicer
shall clear and terminate each related Simple Interest Excess Sub-Account upon
the termination of this Agreement and retain any funds remaining therein.

                  (g) Amounts on deposit in the Simple Interest Excess
Sub-Accounts may be invested in Eligible Investments. All income and gain net of
any losses realized from any such balances or investment of funds on deposit in
a Simple Interest Excess Sub-Account shall be for the benefit of the related
Servicer as servicing compensation and shall be remitted to it monthly. The
amount of any net investment losses in a Simple Interest Excess Sub-Account
shall promptly be deposited by the related Servicer in such Simple Interest
Excess Sub-Account.

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

                  (a) Each Servicer shall afford the Depositor and the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by such
Servicer.

                  (b) Each Servicer shall inspect the Mortgaged Properties as
often as deemed necessary by such Servicer in such Servicer's sole discretion,
to assure itself that the value of such


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Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more
than 60 days delinquent, each Servicer shall conduct subsequent inspections in
accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. Each Servicer shall keep a written or
electronic report of each such inspection.

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

                  Each Servicer may from time to time make withdrawals from the
related Collection Account for the following purposes:

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

                  (ii) to reimburse such Servicer for unreimbursed Advances made
         by it, such right of reimbursement pursuant to this subclause (ii)
         being limited to amounts received on the Mortgage Loan(s) in respect of
         which any such Advance was made (including without limitation, late
         recoveries of payments, Liquidation Proceeds and Insurance Proceeds to
         the extent received by such Servicer);

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

                  (iv) to reimburse such Servicer for (A) unreimbursed Servicing
         Advances, such Servicer's right to reimbursement pursuant to this
         clause (A) with respect to any Mortgage Loan being limited to amounts
         received on such Mortgage Loan which represent late payments of
         principal and/or interest (including, without limitation, Liquidation
         Proceeds and Insurance Proceeds with respect to such Mortgage Loan)
         respecting which any such advance was made, (B) for unpaid Servicing
         Fees as provided in Section 3.11 hereof and (C) in the case of Ocwen,
         for unpaid Servicing Fees not otherwise collected from Liquidation
         Proceeds;

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

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

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

                  (viii) on or prior to the Business Day immediately preceding
         each Distribution Date, to withdraw an amount equal to the Available
         Funds plus any related Expense Fees (other


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         than the Servicing Fee) for such Distribution Date and any Prepayment
         Penalties received in respect of the Mortgage Loans, subject to the
         collection of funds included in the definition of "Available Funds" and
         remit such amount to the Trustee for deposit in the Certificate
         Account;

                  (ix) to deposit to the Simple Interest Excess Sub-Account any
         amount required to be deposited therein pursuant to Section 3.06(f);
         and

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

                  Each Servicer shall keep and maintain separate accounting, on
a Mortgage Loan basis for the purpose of justifying any withdrawal from the
Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to
making any withdrawal from a Collection Account pursuant to subclause (iii), the
related Servicer shall deliver to the Trustee a certificate of a Servicing
Officer indicating the amount of any previous Advance determined by such
Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and their respective portions of such Nonrecoverable Advance.

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

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

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

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

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

                  Each Servicer shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the related Mortgage Loans, which policy shall provide
coverage in an amount equal to the amount at least equal to the lesser of (i)
the maximum insurable value of the improvements securing such Mortgage Loan and
(ii) the greater of (A) the outstanding principal balance of the Mortgage Loan
and (B) an amount such that the proceeds of such policy shall be sufficient to
prevent the Mortgagor and/or the mortgagee from becoming co-insurer. Any amounts
collected by a Servicer under any such policy relating to a Mortgage Loan shall
be deposited in the related Collection Account subject to withdrawal pursuant


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to Section 3.08. Such policy may contain a deductible clause, in which case, in
the event that there shall not have been maintained on the related Mortgaged
Property a standard hazard insurance policy, and there shall have been a loss
which would have been covered by such policy, the related Servicer shall deposit
in the related Collection Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause,
such amount to be deposited from such Servicer's funds, without reimbursement
therefor. Upon request of the Trustee, a Servicer shall cause to be delivered to
the Trustee a certified true copy of such policy and a statement from the
insurer thereunder that such policy shall in no event be terminated or
materially modified without 30 days' prior written notice to the Trustee. In
connection with its activities as Servicer of the Mortgage Loans, each Servicer
agrees to present, on behalf of itself, the Depositor, and the Trustee for the
benefit of the Certificateholders, claims under any such blanket policy.

                  Pursuant to Section 3.05, any amounts collected by a Servicer
under any such policies (other than amounts to be deposited in the related
Escrow Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with such Servicer's normal servicing
procedures) shall be deposited in the related Collection Account (subject to
withdrawal pursuant to Section 3.08).

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

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

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

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

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

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

                  Each Servicer shall use its best efforts to enforce any
"due-on-sale" provision contained in any related Mortgage or Mortgage Note and
to deny assumption by the person to whom the Mortgaged Property has been or is
about to be sold whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains liable on the Mortgage and the Mortgage
Note. When the Mortgaged Property has been conveyed by the Mortgagor, the
related Servicer shall, to the extent it has knowledge of such conveyance,
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that such


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Servicer shall not exercise such rights if prohibited by law from doing so or if
the exercise of such rights would impair or threaten to impair any recovery
under the related Primary Insurance Policy, if any.

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

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



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

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

                  Notwithstanding the foregoing, as to any Mortgage Loan that
becomes 180 days delinquent, the related Servicer will determine (or will have
previously determined) whether any net recovery is possible through foreclosure
proceedings or other liquidation of the related Mortgaged Property. If the
related Servicer determines that no such recovery is possible, it will be
obligated to charge off the related Mortgage Loan. Any Mortgage Loan that is
charged off will be released to the Class X-2 Certificateholders, and those
Holders will be entitled to any amounts subsequently received in respect of any
charged off Mortgage Loans. The Majority in Interest Class X-2 Certificateholder
may designate any servicer to service any such charged off Mortgage Loan. If the
related Servicer decides to make Advances or Servicing Advances on a Mortgage
Loan that becomes 180 days delinquent, that Servicer will notify the Loss
Mitigation Advisor of that decision.

                  Notwithstanding anything to the contrary contained in this
Agreement, in connection with the preceding paragraph, with respect to any Ocwen
Serviced Loan that is one hundred twenty (120) days delinquent, Ocwen shall
obtain a broker's price opinion with respect to the related Mortgaged Property,
the cost of obtaining any such broker's price opinion to be reimbursable to


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Ocwen as a Servicing Advance pursuant to Section 3.08(iii) or (iv). After
obtaining the related broker's price opinion, Ocwen will determine whether any
net recovery is possible through foreclosure proceedings or other liquidation of
the related Mortgaged Property, and then either:

                           (A) if Ocwen determines that no such recovery is
                  possible, it may, at its discretion, charge off such
                  delinquent Mortgage Loan in accordance with the preceding
                  paragraph and, prior to obtaining the broker's price opinion
                  described above and thereafter except as described in clause
                  (B) below, Ocwen shall have absolutely no obligation to
                  perform loss mitigation or default management services (other
                  than its standard collection activities) with respect to any
                  such Mortgage Loan, provided, however, that Ocwen shall be
                  entitled to receive its Servicing Fee with respect to such
                  Mortgage Loan through the 120th day of delinquency; or

                           (B) if Ocwen determines that a net recovery is
                  possible through foreclosure proceedings or other liquidation
                  of the related Mortgaged Property, then Ocwen shall special
                  service the related Mortgage Loan and shall receive as
                  servicing compensation (i) $100 per month from the date on
                  which Ocwen begins to special service such Mortgage Loan
                  through foreclosure or liquidation and (ii) $135 per month for
                  the period during which Ocwen is special servicing the related
                  REO Property.

                  Notwithstanding anything to the contrary contained in this
Agreement, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the related Servicer has reasonable cause to believe
that a Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, or if the Trustee otherwise requests, an environmental inspection or
review of such Mortgaged Property conducted by a qualified inspector shall be
arranged for by such Servicer. Upon completion of the inspection, the related
Servicer shall promptly provide the Trustee with a written report of
environmental inspection.

                  In the event the environmental inspection report indicates
that the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the related Servicer shall not proceed with foreclosure or acceptance of
a deed in lieu of foreclosure if the estimated costs of the environmental clean
up, as estimated in the environmental inspection report, together with the
Servicing Advances made by such Servicer and the estimated costs of foreclosure
or acceptance of a deed in lieu of foreclosure exceeds the estimated value of
the Mortgaged Property. If however, the aggregate of such clean up and
foreclosure costs and Servicing Advances are less than or equal to the estimated
value of the Mortgaged Property, then the related Servicer may, in its
reasonable judgment and in accordance with Accepted Servicing Practices, choose
to proceed with foreclosure or acceptance of a deed in lieu of foreclosure and
such Servicer shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related
environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse
such Servicer, such Servicer shall be entitled to be reimbursed from amounts in
the related Collection Account pursuant to Section 3.08 hereof. In the event the
related Servicer does not proceed with foreclosure or acceptance of a deed in
lieu of foreclosure pursuant to the first sentence of this paragraph, such
Servicer shall be reimbursed for all Servicing Advances made with respect to the
related Mortgaged Property from the related


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Collection Account pursuant to Section 3.08 hereof, and such Servicer shall have
no further obligation to service such Mortgage Loan under the provisions of this
Agreement.

                  (b) With respect to any REO Property, the deed or certificate
of sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trustee's capacity hereunder. Pursuant to its efforts to sell such REO Property,
the related Servicer shall in accordance with Accepted Servicing Practices
manage, conserve, protect and operate each REO Property for the purpose of its
prompt disposition and sale. The related Servicer, either itself or through an
agent selected by such Servicer, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed. The
related Servicer shall furnish to the Trustee on or before each Distribution
Date a statement with respect to any REO Property covering the operation of such
REO Property for the previous calendar month and such Servicer's efforts in
connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous calendar month. That
statement shall be accompanied by such other information as the Trustee shall
reasonably request and which is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the related
Collection Account no later than the close of business on each Determination
Date. The related Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the
same to the Trustee for filing.

                  To the extent consistent with Accepted Servicing Practices,
the related Servicer shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is equal to the outstanding
principal balance of the related Mortgage Loan (as reduced by any amount applied
as a reduction of principal at the time of acquisition of the REO Property),
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.

                  (c) In the event that the Trust Fund acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the related Servicer shall dispose of such Mortgaged
Property prior to three years after the end of the calendar year of its
acquisition by the Trust Fund unless (i) the Trustee shall have been supplied
with an Opinion of Counsel to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such three-year period will not result in
the imposition of taxes on "prohibited transactions" of any REMIC hereunder as
defined in section 860F of the Code or cause any REMIC hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer
shall have applied for, prior to


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the expiration of such three-year period, an extension of such three-year period
in the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable extension period.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the
imposition of any federal, state or local income taxes on the income earned from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the related Servicer has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.

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

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

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


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of enough of such Mortgaged Properties in foreclosure, for cash or otherwise, so
that the adjusted basis of such Mortgaged Properties in foreclosure, along with
any other assets owned by the related REMIC, other than "qualified mortgages"
and "permitted investments" within the meaning of Section 860G of the Code, will
be less than 1.0% of the adjusted basis of the assets of the related REMIC. Each
Servicer will provide notice to the other Servicer of any Foreclosure Restricted
Loan in order for the Servicers to make the determinations set forth in this
clause (d).

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

                  (f)      [reserved].

                  (g) The Majority in Interest Class X-2 Certificateholder, at
its option, may (but is not obligated to) repurchase from the Trust Fund, (a)
any related Mortgage Loan that is delinquent in payment by three or more
Scheduled Payments or (b) any related Mortgage Loan with respect to which there
has been initiated legal action or other proceedings for the foreclosure of the
related Mortgaged Property either judicially or non-judicially. If it elects to
make any such repurchase, the Majority in Interest Class X-2 Certificateholder
shall repurchase such Mortgage Loan with its own funds at a price equal to the
Repurchase Price for such Mortgage Loan. The Majority in Interest Class X-2
Certificateholder may designate any servicer to service any such Mortgage Loan
purchased from the Trust. In the event that the Majority in Interest Class X-2
Certificateholder does not purchase any such Mortgage Loan from the Trust, then
the Majority in Interest Class X-1 Certificateholder may appoint a special
servicer to service any such Mortgage Loan.

                  SECTION 3.12              Trustee to Cooperate; Release of
                                            Mortgage Files.

                  Upon the payment in full of any Mortgage Loan, or the receipt
by a Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, such Servicer will immediately notify the
Trustee (or the related Custodian, as the case may be) by delivering, or causing
to be delivered a "Request for Release" substantially in the form of Exhibit M.
Upon receipt of such request, the Trustee (or the related Custodian, as the case
may be) shall within three Business Days release the related Mortgage File to
the related Servicer, and the Trustee shall within three Business Days of such
Servicer's direction execute and deliver to such Servicer the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by such
Servicer, together with


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

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

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

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


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otherwise any claim or right of setoff against any Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that such
Servicer shall be entitled to set off against and deduct from any such funds any
amounts that are properly due and payable to such Servicer under this Agreement.

                  SECTION 3.14              Servicing Fee.

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

                  Additional servicing compensation in the form of Ancillary
Income shall be retained by the related Servicer. Each Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including the payment of any expenses incurred in
connection with any Subservicing Agreement entered into pursuant to Section
3.02) and shall not be entitled to reimbursement thereof except as specifically
provided for in this Agreement.

                  SECTION 3.15              Access to Certain Documentation.

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

                  SECTION 3.16              Annual Statement as to Compliance.

                  Each Servicer shall deliver to the Depositor, the Rating
Agencies and the Trustee on or before 120 days after the end of such Servicer's
fiscal year, commencing after its 2001 fiscal year, an Officer's Certificate
stating, as to the signer thereof, that (i) a review of the activities of such
Servicer during the preceding calendar year and of the performance of such
Servicer under this Agreement has been made under such officer's supervision,
and (ii) to the best of such officer's knowledge, based on such review, such
Servicer has materially fulfilled all its obligations under this Agreement
throughout such year, or, if there has been a material default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by such
Servicer to cure such default.



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                  SECTION 3.17              Annual Independent Public
                                            Accountants' Servicing Statement;
                                            Financial Statements.

                  On or before 120 days after the end of each Servicer's fiscal
year, commencing after its 2001 fiscal year, each Servicer at its expense shall
cause a nationally or regionally recognized firm of independent public
accountants (who may also render other services to such Servicer, the Seller or
any affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee and the Depositor to
the effect that such firm has examined certain documents and records relating to
the servicing of mortgage loans which such Servicer is servicing, including the
related Mortgage Loans, and that, on the basis of such examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved
Mortgagees and Loan Correspondent Programs, nothing has come to their attention
which would indicate that such servicing has not been conducted in compliance
with Accepted Servicing Practices, except for (a) such exceptions as such firm
shall believe to be immaterial, and (b) such other exceptions as shall be set
forth in such statement. In rendering such statement, such firm may rely, as to
matters relating to direct servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent
Programs (rendered within one year of such statement) of independent public
accountants with respect to the related Subservicer. Copies of such statement
shall be provided by the Trustee to any Certificateholder upon request at the
related Servicer's expense, provided such statement is delivered by such
Servicer to the Trustee.

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

                  Each Servicer shall maintain with responsible companies, at
its own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance
Policy, with broad coverage on all officers, employees or other persons acting
in any capacity requiring such persons to handle funds, money, documents or
papers relating to the related Mortgage Loans ("Servicer Employees"). Any such
Fidelity Bond and Errors and Omissions Insurance Policy shall be in the form of
the Financial Institution Bond Form 24 - Fidelity Bond American International
Specialty Lines Insurance Policy Form ("43350 12/90") Mortgage Banker Broker E&O
and shall protect and insure the related Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
the Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance
Policy also shall protect and insure each Servicer against losses in connection
with the release or satisfaction of a related Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.18 requiring such Fidelity Bond and Errors and Omissions
Insurance Policy shall diminish or relieve a Servicer from its duties and
obligations as set forth in this Agreement. The minimum coverage under any such
bond and insurance policy shall be at least equal to the corresponding amounts
required by FNMA. Upon the request of the Trustee, the related Servicer shall
cause to be delivered to the Trustee a certificate of insurance of the insurer
and the surety including a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days' prior written notice to the Trustee.


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                  SECTION 3.19              Duties of the Loss Mitigation
                                            Advisor.

                  The Depositor appoints The Murrayhill Company as Loss
Mitigation Advisor. For and on behalf of the Depositor, and the Trustee, the
Loss Mitigation Advisor 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 obligor is the subject of bankruptcy,
receivership, or an arrangement of creditors, or as to which have become REO
Properties. Such reports and recommendations will be based upon information
provided to the Loss Mitigation Advisor pursuant to the Loss Mitigation Advisory
Agreement and the Loss Mitigation Advisor 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 Loss Mitigation Advisor is no longer
able to perform its duties hereunder, the Depositor shall terminate the Loss
Mitigation Advisor and cause the appointment of a successor Loss Mitigation
Advisor. Upon any termination of the Loss Mitigation Advisor or the appointment
of a successor Loss Mitigation Advisor, the Depositor shall give written notice
thereof to the Seller, the Servicers, the Trustee and each Rating Agency.
Notwithstanding the foregoing, the termination of the Loss Mitigation Advisor
pursuant to this Section 3.19 shall not become effective until the appointment
of a successor Loss Mitigation Advisor.

                  SECTION 3.20              Limitation Upon Liability of the
                                            Loss Mitigation Advisor.

                  Neither the Loss Mitigation Advisor, nor any of the directors,
officers, employees or agents of the Loss Mitigation Advisor, 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
Loss Mitigation Advisory Agreements or of errors in judgment; provided, however,
that this provision shall not protect the Loss Mitigation Advisor 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 Loss Mitigation Advisor Agreements. The Loss
Mitigation Advisor and any director, officer, employee or agent of the Loss
Mitigation Advisor 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 Loss Mitigation Advisory Agreements in
the performance of its duties thereunder and hereunder.


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                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICERS

                  SECTION 4.01              Advances by the Servicers.

                  Each Servicer shall deposit in a Collection Account an amount
equal to (i) with respect to the Mortgage Loans other than the Simple Interest
Mortgage Loans, all Scheduled Payments (with interest at the Mortgage Rate less
the Servicing Fee Rate) which were due on the related Mortgage Loans during the
applicable Due Period and (ii) with respect to the Simple Interest Mortgage
Loans, 30 day's interest on each such Mortgage Loan, less the Servicing Fee;
provided however, that with respect to any Balloon Loan that is delinquent on
its maturity date, the related Servicer will not be required to advance the
related balloon payment but will be required to continue to make Advances in
accordance with this Section 4.01 with respect to such Balloon Loan in an amount
equal to an assumed scheduled payment that would otherwise be due based on the
original amortization schedule for that Mortgage Loan (with interest at the
Mortgage Rate less the Servicing Fee Rate). Each Servicer's obligation to make
such Advances as to any related Mortgage Loan will continue through the last
Scheduled Payment due prior to the payment in full of such Mortgage Loan, or
through the date that the related Mortgaged Property has, in the judgment of
such Servicer, been completely liquidated.

                  Each Servicer shall be obligated to make Advances in
accordance with the provisions of this Agreement; provided however, that such
obligation with respect to any related Mortgage Loan shall cease if such
Servicer determines, in its reasonable opinion, that Advances with respect to
such Mortgage Loan are Nonrecoverable Advances; provided that the related
Servicer will be required to make Advances at least until the time at which the
related Mortgage Loan becomes 120 days delinquent. In the event that such
Servicer determines that any such Advances are Nonrecoverable Advances, such
Servicer shall provide the Trustee with a certificate signed by a Servicing
Officer evidencing such determination.

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



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                  SECTION 4.02              Priorities of Distribution.

                  (a) On each Distribution Date, prior to making distributions
to the holders of the Certificates, the Trustee first, shall pay itself the
Trustee's Fee for such Distribution Date, and second, shall pay the Loss
Mitigation Advisor the Loss Mitigation Fee.

                  (b) With respect to the Available Funds, on each Distribution
Date, the Trustee shall withdraw such Available Funds from the Certificate
Account and apply such funds to distributions on the Certificates in the
following order and priority and, in each case, to the extent of such Available
Funds remaining:

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

                  A.       to FSA, the FSA Premium for such Distribution Date;

                  B.       to the Senior Certificates, pro rata, Current
                           Interest and any Carryforward Interest for each such
                           Class and such Distribution Date;

                  C.       to FSA, any FSA Reimbursement Amount;

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

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

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

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

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

                  A.       commencing on the Distribution Date in March 2007 or
                           thereafter, to the Class P Certificates, until the
                           Class Principal Balance of such class has been
                           reduced to zero;

                  B.       first to the Class A-R Certificates, until the Class
                           Principal Balance thereof is reduced to zero and then
                           concurrently to the Class A-1 and Class A-2


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                           Certificates in the manner described in Section
                           4.02(c), until the Class Principal Balance of each
                           such Class has been reduced to zero;

                  C.       to FSA, any FSA Reimbursement Amount, to the extent
                           not otherwise paid pursuant to Section 4.02(b)(i);

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

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

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

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

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

                  A.       commencing on the Distribution Date in March 2007 or
                           thereafter, to the Class P Certificates, until the
                           Class Principal Balance of such class has been
                           reduced to zero;

                  B.       concurrently, to the Class A-1 and Class A-2
                           Certificates, the Senior Principal Payment Amount for
                           such Distribution Date in the manner described in
                           Section 4.02(c), until the Class Principal Balance of
                           each such Class has been reduced to zero;

                  C.       to FSA, any FSA Reimbursement Amount, to the extent
                           not otherwise paid pursuant to Section 4.02(b)(i) or
                           (ii);

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

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

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


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

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

                  A.       (I) except for the first Distribution Date, until the
                           Overcollateralization Amount equals the Targeted
                           Overcollateralization Amount for such date, on each
                           Distribution Date (a) prior to the Stepdown Date or
                           (b) with respect to which a Trigger Event has
                           occurred, to the extent of Monthly Excess Interest
                           for such Distribution Date, to the Certificates, in
                           the following order of priority:

                           (aa)     first to the Class A-R and then,
                                    concurrently, to the Class A-1 and Class A-2
                                    Certificates, with the aggregate amount
                                    distributable to the Class A-1 and Class A-2
                                    Certificates under this clause (I)(aa)
                                    allocated between such Classes as described
                                    below, until the Class Principal Balance of
                                    each such Class has been reduced to zero;

                           (bb)     to the Class M-1 Certificates, until the
                                    Class Principal Balance of such Class has
                                    been reduced to zero;

                           (cc)     to the Class M-2 Certificates, until the
                                    Class Principal Balance of such Class has
                                    been reduced to zero; and

                           (dd)     to the Class B Certificates, until the Class
                                    Principal Balance of such Class has been
                                    reduced to zero.

                           (II)     on each Distribution Date on or after the
                                    Stepdown Date and with respect to which a
                                    Trigger Event has not occurred, to fund any
                                    principal distributions required to be made
                                    on such Distribution Date set forth above in
                                    clause (iii) above, after giving effect to
                                    the distribution of the Principal Payment
                                    Amount for such Distribution Date, in
                                    accordance with the priorities set forth
                                    therein, with the aggregate amount
                                    distributable to the Class A-1 and Class A-2
                                    Certificates under this clause (II)
                                    allocated between such Classes as described
                                    below;

                  B.       to FSA, any FSA Reimbursement Amount, to the extent
                           not otherwise paid pursuant to Section 4.02(b)(i),
                           (ii) or (iii);

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



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

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

                  F.       from amounts otherwise distributable to the Class X-1
                           Certificate, to the Class A-1 and Class A-2
                           Certificates, any applicable Basis Risk Shortfall for
                           such Classes (subject to the limitation below as to
                           the Class A-1 Certificates);

                  G.       from amounts otherwise distributable to the Class X-1
                           Certificate, to the Class M-1 Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  H.       from amounts otherwise distributable to the Class X-1
                           Certificate, to the Class M-2 Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  I.       from amounts otherwise distributable to the Class X-1
                           Certificate, to the Class B Certificates, any
                           applicable Basis Risk Shortfall for such Class;

                  J.       from amounts otherwise distributable to the Class X-1
                           Certificate, to the Reserve Fund, the Required
                           Reserve Fund Deposit;

                  K.       to the Class X-1 Certificate, the Class X-1
                           Distributable Amount for such Distribution Date
                           reduced by amounts distributed pursuant to clause G
                           of Section 4.02(b)(i) and clauses F through J of
                           Section 4.02(b)(iv) for such Distribution Date,
                           together with any amounts withdrawn from the Reserve
                           Fund for distribution to such Class X-1 Certificate
                           pursuant to Sections 4.07(b) and (c) and the amount
                           of any Overcollateralization Release Amount for such
                           Distribution Date; and

                  L.       to the Class A-R Certificate, any remaining amount.

                  On each Distribution Date, the aggregate amount distributable
to the Class A-1 and Class A-2 Certificates under clause (iv)A.(I)(aa) or
(iv)A.(II) above shall be allocated between such Classes in proportion to the
respective aggregate Stated Principal Balances of the Mortgage Loans in the
related Loan Group determined as of such Distribution Date; provided, however,
that the aggregate amount distributed to the Class A-1 Certificates under clause
(iv)A.(I)(aa) or (iv)A.(II) above shall be not greater than an amount equal to
the excess (such amount, the "Class A-1 Eligible Excess Cashflow") of (1) the
portion of the Interest Remittance Amount for such Distribution Date that is
derived from the Mortgage Loans in Loan Group 1, over (2) the Current Interest
and any Carryforward Interest for the Class A-1 Certificates for such
Distribution Date. If the amount otherwise allocable to the Class A-1
Certificates under the preceding sentence is limited by the Class A-1 Eligible
Excess Cashflow, then the amount in excess of that limitation shall be paid to
the Class A-2 Certificates until the Class Principal Balance of that class is
reduced to zero. In addition, the payment of any Basis Risk Shortfall on any
Distribution Date to the Class A-1 Certificates shall be


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limited to an amount equal to the Class A-1 Eligible Excess Cashflow minus the
amount distributed to the Class A-1 Certificates under clause (iv)A.(I)(aa) or
(iv)A.(II) above for that date.

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

                  (vi) On the first Distribution Date only, the Trustee shall
         distribute the Monthly Excess Cashflow for such date to the Class X-1
         Certificate.

                  (vii) On each Distribution Date, the Trustee shall distribute
         to the Holder of the Class X-2 Certificates, the proceeds of any
         Mortgage Loan that has been charged off.

                  (c) Distributions of principal pursuant to Sections
4.02(b)(ii)(B) and 4.02(b)(iii)(B)on the Class A-1 and Class A-2 Certificates on
each Distribution Date will be made concurrently, in each case in accordance
with the percentage of the amounts described in clauses (1) through (5) in the
definition of Principal Remittance Amount derived from the related Loan Group,
until the Class Principal Balances of the Class A-1 and Class A-2 Certificates
have been reduced to zero. If on any Distribution Date one of the Class A-1 or
Class A-2 Certificates is reduced to zero, the remaining amount of principal
available to be allocated to such Class on such Distribution Date will be
distributed to the other Class of Class A Certificates.

                  (d) On each Distribution Date, the Trustee shall distribute to
the Class A-2 Certificates any Insured Payments received from FSA to make
Guaranteed Distributions on such Certificates.

                  SECTION 4.03              [Reserved]

                  SECTION 4.04              [Reserved]

                  SECTION 4.05              Allocation of Realized Losses.

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

                  All Realized Losses on the Mortgage Loans shall be allocated
on each Distribution Date to the following REMIC I Regular Interests: first, to
REMIC I Regular Interest LT-1 until the Uncertificated Principal Balance thereof
has been reduced to zero, then to REMIC I Regular Interest LT-2 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-3 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-4 until the
Uncertificated Principal Balance thereof has been


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reduced to zero, then to REMIC I Regular Interest LT-5 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-6 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-7 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-8 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-9 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-10 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-11 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-12 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-13 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-14 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-15 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-16 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-17 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-18 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-19 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-20 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-21 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-22 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-23 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-24 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-25 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-26 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-27 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-28 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-29 until the Uncertificated
Principal Balance thereof has been reduced to zero, then to REMIC I Regular
Interest LT-30 until the Uncertificated Principal Balance thereof has been
reduced to zero, then to REMIC I Regular Interest LT-31 until the Uncertificated
Principal Balance thereof has been reduced to zero. All Realized Losses on the
REMIC I Regular Interests LT-1, LT-2, LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9,
LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-
21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30 and LT-31,
shall be deemed to have been allocated to the following REMIC 2 Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Accrued Interest payable to the REMIC 2 Regular Interests MT-1 and MT-7 up to an
aggregate amount equal to the excess of (a) the REMIC 2 Interest Loss Allocation
Amount over (b) Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Mortgage Loans for such Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the REMIC 2 Regular Interests MT-1 and MT-7 up to an aggregate amount equal
to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%, respectively;
third, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
MT-1, REMIC 2 Regular Interest MT-6 and REMIC 2 Regular Interest MT-7, 98%, 1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2
Regular Interest MT-6 has been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MT-1,


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REMIC 2 Regular Interest MT-5 and REMIC 2 Regular Interest MT-7, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MT-5 has been reduced to zero; and fifth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MT- 1, REMIC 2 Regular Interest
MT-4 and REMIC 2 Regular Interest MT-7, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest MT-4 has been
reduced to zero.

                  SECTION 4.06              Monthly Statements to
                                            Certificateholders.

                  (a) Not later than each Distribution Date, the Trustee shall
prepare and cause to be forwarded by first class mail to the Depositor, each
Servicer and each Rating Agency, and make available on the website maintained by
the Trustee at http://www.jpmorgan.com/absmbs, a statement setting forth with
respect to the related distribution for each Certificate Group:

                  (i) the amount thereof allocable to principal, separately
         identifying the aggregate amount of any Principal Prepayments and
         Liquidation Proceeds included therein, and the amount of the
         distribution made to the holders of the Class P Certificates allocable
         to Prepayment Penalties;

                  (ii) if the distribution to the Holders of such Class of
         Certificates is less than the full amount that would be distributable
         to such Holders if there were sufficient funds available therefor, the
         amount of the shortfall and the allocation thereof as between principal
         and interest;

                  (iii) the Class Principal Balance of each Class of
         Certificates after giving effect to the distribution of principal on
         such Distribution Date;

                  (iv) the aggregate Stated Principal Balance of the Mortgage
         Loans in Loan Group 1 and the Mortgage Loans in Loan Group 2;

                  (v) the amount of the Servicing Fees, the aggregate Trustee
         Fee, the aggregate Loss Mitigation Fee, the FSA Premium and Prepayment
         Penalties, if applicable, with respect to such Distribution Date;

                  (vi) the Pass-Through Rate for each such Class of Certificates
         with respect to such Distribution Date;

                  (vii) the amount of Advances included in the distribution on
         such Distribution Date and the aggregate amount of Advances outstanding
         as of the end of the preceding month;

                  (viii) the number and aggregate principal amounts of Mortgage
         Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1)
         31 to 60 days, (2) 61 to 90 days and (3) 91 or more days and (B) in
         foreclosure and delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3)
         91 or more days, as of the close of business on the last day of the
         calendar month preceding such Distribution Date, assuming twelve thirty
         day months;


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                  (ix) for each of the preceding 12 calendar months, or all
         calendar months since the related Cut-off Date, whichever is less, the
         aggregate dollar amount of the Scheduled Payments (A) due on all
         Outstanding Mortgage Loans on each of the Due Dates in each such month
         and (B) delinquent 60 days or more on each of the Due Dates in each
         such month;

                  (x) with respect to any Mortgage Loan that became an REO
         Property during the preceding calendar month, the loan number and
         Stated Principal Balance of such Mortgage Loan as of the close of
         business on the Determination Date preceding such Distribution Date and
         the date of acquisition thereof;

                  (xi) the total number and principal balance of any REO
         Properties (and market value, if available) as of the close of business
         on the Determination Date preceding such Distribution Date;

                  (xii) the aggregate amount of Realized Losses incurred during
         the preceding calendar month and aggregate Realized Losses through such
         Distribution Date;

                  (xiii) the Rolling Three Month Delinquency Rate for the
         Mortgage Loans for such Distribution Date;

                  (xiv) the amount on deposit in the Pre-Funding Account; and

                  (xv) the amount of any Insured Payment.

                  Assistance in using the website can be obtained by calling the
Trustee's customer service desk at 877-722-1095. Parties that are unable to use
the website are entitled to have a paper copy mailed to them via first class
mail by written notice to the Trustee at its Corporate Trust Office. The
Trustee's responsibility for disbursing the above information to the
Certificateholders for each Certificate Group is limited to the availability,
timeliness and accuracy of the information derived from the Servicers. The
foregoing information shall be reported to the Trustee each month on or before
the related Determination Date.

                  (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in, clauses (a)(i), (a)(ii) and (a)(vii) of this
Section 4.06 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.



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                  SECTION 4.07              Distributions on the REMIC 1 Regular
                                            Interests.

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

                  (i) (A) to the Holders of REMIC 1 Regular Interests LT-2,
         LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13,
         LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23,
         LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-P and LT-R,
         in an amount equal to (x) the related Uncertificated Accrued Interest
         for such Distribution Date, plus (y) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates and second, to
         Holders of Uncertificated REMIC 1 Regular Interest LT-1 an amount equal
         to (x) the related Uncertificated Accrued Interest for such
         Distribution Date, plus (y) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates; and

                           (B) on each of the first three Distribution Dates, to
                  the Holders of the Class A-R Certificates, in an amount equal
                  to the excess, if any, of (x) the Interest Remittance Amount
                  for such Distribution Dates over (y) the aggregate amount
                  payable to the Holders of Uncertificated REMIC 1 Regular
                  Interests pursuant to clause (A) of this Section 4.07(a)(i) on
                  such Distribution Dates;

                  (ii) to the Holders of REMIC 1 Regular Interests, in an amount
         equal to the remainder of the Available Funds for such Distribution
         Date after the distributions made pursuant to clause (B) above,
         allocated as follows:

                           (a) to the Holders of REMIC I Regular Interest LT-R,
         an amount equal to the amount of principal distributed to the holder of
         the Corresponding Uncertificated Interest on such Distribution Date
         pursuant to Section 4.08(a)(ii)(a);

                           (b) to the Holders of REMIC I Regular Interest LT-P,
         an amount equal to the amount distributed to the holder of the
         Corresponding Uncertificated Interest on such Distribution Date
         pursuant to Section 4.08(a)(ii)(b);

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

                           (d) to the Holders of REMIC 1 Regular Interest LT-2,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-2 is reduced to zero;

                           (e) to the Holders of REMIC 1 Regular Interest LT-3,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-3 is reduced to zero;


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                           (f) to the Holders of REMIC 1 Regular Interest LT-4,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-4 is reduced to zero;

                           (g) to the Holders of REMIC 1 Regular Interest LT-5,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-5 is reduced to zero;

                           (h) to the Holders of REMIC 1 Regular Interest LT-6,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-6 is reduced to zero;

                           (i) to the Holders of REMIC 1 Regular Interest LT-7,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-7 is reduced to zero;

                           (j) to the Holders of REMIC 1 Regular Interest LT-8,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-8 is reduced to zero;

                           (k) to the Holders of REMIC 1 Regular Interest LT-9,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-9 is reduced to zero;

                           (l) to the Holders of REMIC 1 Regular Interest LT-10,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-10 is reduced to zero;

                           (m) to the Holders of REMIC 1 Regular Interest LT-11,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-11 is reduced to zero;

                           (n) to the Holders of REMIC 1 Regular Interest LT-12,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-12 is reduced to zero;

                           (o) to the Holders of REMIC 1 Regular Interest LT-13,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-13 is reduced to zero;

                           (p) to the Holders of REMIC 1 Regular Interest LT-14,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-14 is reduced to zero;



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                           (q) to the Holders of REMIC 1 Regular Interest LT-15,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-15 is reduced to zero;

                           (r) to the Holders of REMIC 1 Regular Interest LT-16,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-16 is reduced to zero;

                           (s) to the Holders of REMIC 1 Regular Interest LT-17,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-17 is reduced to zero;

                           (t) to the Holders of REMIC 1 Regular Interest LT-18,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-18 is reduced to zero;

                           (u) to the Holders of REMIC 1 Regular Interest LT-19,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-19 is reduced to zero;

                           (v) to the Holders of REMIC 1 Regular Interest LT-20,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-20 is reduced to zero;

                           (w) to the Holders of REMIC 1 Regular Interest LT-21,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-21 is reduced to zero;

                           (x) to the Holders of REMIC 1 Regular Interest LT-22,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-22 is reduced to zero;

                           (y) to the Holders of REMIC 1 Regular Interest LT-23,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-23 is reduced to zero;

                           (z) to the Holders of REMIC 1 Regular Interest LT-24,
         until the Uncertificated Principal Balance of Uncertificated REMIC 1
         Regular Interest LT-24 is reduced to zero;

                           (aa) to the Holders of REMIC 1 Regular Interest
         LT-25, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-25 is reduced to zero;



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                           (bb) to the Holders of REMIC 1 Regular Interest
         LT-26, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-26 is reduced to zero;

                           (cc) to the Holders of REMIC 1 Regular Interest
         LT-27, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-27 is reduced to zero;

                           (dd) to the Holders of REMIC 1 Regular Interest
         LT-28, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-28 is reduced to zero;

                           (ee) to the Holders of REMIC 1 Regular Interest
         LT-29, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-29 is reduced to zero;

                           (ff) to the Holders of REMIC 1 Regular Interest
         LT-30, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-30 is reduced to zero;

                           (gg) to the Holders of REMIC 1 Regular Interest
         LT-31, until the Uncertificated Principal Balance of Uncertificated
         REMIC 1 Regular Interest LT-31 is reduced to zero;

                           (hh) any remaining amount to the Holders of the Class
         R-1 Interest.

                  SECTION 4.08              Distributions on the REMIC 2 Regular
                                            Interests.

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

                  (i) first, to the extent of the sum of Available Funds for
         such Distribution Date, to Holders of REMIC 2 Regular Interests MT-1,
         MT-2, MT-3, MT-4, MT-5, MT-6, MT-7, MT-P and MT-R, pro rata, in an
         amount equal to (A) the Uncertificated Accrued Interest for such
         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates. Amounts payable as
         Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest
         MT-7 shall be reduced when the REMIC 2 Overcollateralization Amount is
         less than the REMIC 2 Overcollateralization Target Amount, by the
         lesser of (x) the amount of such difference and (y) the REMIC 2 Regular
         Interest MT-7 Maximum Interest Deferral Amount;

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


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

                           (b) to the Holders of REMIC I Regular Interest MT-P,
                  an amount equal to the sum of (i) the amount of principal
                  distributed to the holder of the Corresponding Certificate on
                  such Distribution Date pursuant to Section 4.02(b)(ii)A. and
                  (ii) the amount distributed to the holder of the Corresponding
                  Certificate on such Distribution Date pursuant to Section
                  4.02(b)(v).

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

                  (a) with respect Holders of REMIC 2 Regular Interest MT-1,
         98.00% of such remainder, until the Uncertificated Principal Balance of
         such Uncertificated REMIC 2 Regular Interest is reduced to zero;

                  (b) with respect to the Holders of REMIC 2 Regular Interest
         MT-2, MT-3, MT-4, MT-5, MT-6 and MT-7, 1.00% of such remainder, in the
         same proportion as principal payments are allocated to the
         Corresponding Certificates, until the Uncertificated Principal Balances
         of such REMIC 2 Regular Interests are reduced to zero;

                  (c) to the Holders of REMIC 2 Regular Interest MT-7, 1.00% of
         such remainder, until the Uncertificated Principal Balance of such
         REMIC 2 Regular Interest is reduced to zero; then

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

provided, however, 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated to
Holders of REMIC 2 Regular Interest MT-1 and REMIC 1 Regular Interest MT-7,
respectively.

                  SECTION 4.09               Reserve Fund.

                  (a) On the Closing Date, the Trustee shall establish and
maintain in its name, in trust for the benefit of the Holders of the Class A-1,
Class A-2, Class M-1, Class M-2 and Class B Certificates, the Reserve Fund. The
Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be
held separate and apart from, and shall not be commingled with, any other
moneys, including without limitation, other moneys held by the Trustee pursuant
to this Agreement.

                  (b) On the Closing Date, $5,000 will be deposited by the
Depositor into the Reserve Fund. On each Distribution Date, the Trustee shall
transfer from the Certificate Account to the Reserve Fund pursuant to Section
4.02(b)(iv)(I)., the Required Reserve Fund Deposit. Amounts


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on deposit in the Reserve Fund may be withdrawn by the Trustee in connection
with any Distribution Date to fund the amounts required to be distributed to
holders of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B
Certificates pursuant to Sections 4.02(b)(iv) F. through I. to the extent
Monthly Excess Cashflow on such date is insufficient to make such payments. Any
such amounts distributed shall be treated for federal tax purposes as amounts
distributed by REMIC 3 to the Class X-1 Certificateholders. On any Distribution
Date, any amounts on deposit in the Reserve Fund in excess of the Required
Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder
pursuant to Section 4.02(b)(iv)K.

                  (c) Amounts distributed pursuant to clause E of Section
4.02(b)(i) and clauses E through I of Section 4.02(b)(iv) for such Distribution
Date shall be treated for federal income tax purposes as amounts distributed by
REMIC 3 to the Class X-1 Certificateholders.

                  (d) Funds in the Reserve Fund may be invested in Eligible
Investments by the Trustee at the direction of the Majority in Interest Holder
of the Class X-1 Certificate. Any net investment earnings on such amounts shall
be payable to the Holder of the Class X-1 Certificate. Amounts held in the
Reserve Fund from time to time shall continue to constitute assets of the Trust
Fund, but not of REMIC 1, REMIC 2 or REMIC 3, until released from the Reserve
Fund pursuant to this Section 4.09. The Reserve Fund constitutes an "outside
reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and is
not an asset of REMIC 1, REMIC 2 or REMIC 3. For all federal tax purposes,
amounts transferred by the REMIC 1, REMIC 2 or REMIC 3 to the Reserve Fund shall
be treated as amounts distributed by REMIC 1, REMIC 2 or REMIC 3 to the Class
X-1 Certificateholders. The Class X-1 Certificate shall evidence ownership of
the Reserve Fund for federal tax purposes and the Holders thereof shall direct
the Trustee in writing as to the investment of amounts therein. In the absence
of such written direction, all funds in the Reserve Fund shall be invested by
the Trustee in the Chase Vista Prime Money Market Fund. The Trustee shall have
no liability for losses on investments in Eligible Investments made pursuant to
this Section 4.09(c) (other than as obligor on any such investments). Upon
termination of the Trust Fund, any amounts remaining in the Reserve Fund shall
be distributed to the Holder of the Class X-1 Certificate in the same manner as
if distributed pursuant to Section 4.02(b)(iv)K. hereof.

                  (e) On the Distribution Date immediately after the
Distribution Date on which the aggregate Class Principal Balance of the Class
A-1, Class A-2, Class M-1, Class M-2 and Class B Certificates equals zero, any
amounts on deposit in the Reserve Fund not payable on the Class A- 1, Class A-2,
Class M-1, Class M-2 or Class B Certificates shall be distributed to the Holder
of the Class X-1 Certificate in the same manner as if distributed pursuant to
Section 4.02(b)(iv)K. hereof.

                  SECTION 4.10              Prepayment Penalties.

                  Notwithstanding anything in this Agreement to the contrary, in
the event of a Principal Prepayment of a Mortgage Loan, the related Servicer may
not waive any Prepayment Penalty or portion thereof required by the terms of the
related Mortgage Note unless (i) the Mortgage Loan is in default or foreseeable
default and such waiver (a) is standard and customary in servicing similar
mortgage loans to the Mortgage Loans and (b) would, in the reasonable judgment
of the related Servicer, maximize recovery of total proceeds taking into account
the value of such Prepayment Penalty and the related Mortgage Loan or (ii)(A)
the enforceability thereof is limited (1)


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by bankruptcy, insolvency, moratorium, receivership, or other similar law
relating to creditors' rights generally or (2) due to acceleration in connection
with a foreclosure or other involuntary payment, or (B) the enforceability is
otherwise limited or prohibited by applicable law. For the avoidance of doubt,
the related Servicer may waive a Prepayment Penalty in connection with a short
sale or short payoff on a defaulted Mortgage Loan. If the related Servicer has
waived all or a portion of a Prepayment Penalty relating to a Principal
Prepayment, other than as provided above, the related Servicer shall deliver to
the Trustee no later than the Business Day immediately preceding the next
Distribution Date, for deposit into the Certificate Account the amount of such
Prepayment Penalty (or such portion thereof as had been waived) for distribution
in accordance with the terms of this Agreement; provided, however, the related
Servicer shall not have any obligation to pay the amount of any uncollected
Prepayment Penalty under this Section 4.10 if such Servicer did not have a copy
of the related Mortgage Note, such Servicer requested via email a copy of the
same from the Trustee and the Trustee failed to provide such a copy within two
(2) Business Days of receipt of such request. If the related Servicer has waived
all or a portion of a Prepayment Penalty for any reason, it shall promptly
notify the Trustee thereof and shall include such information in any monthly
reports it provides the Trustee.

                  SECTION 4.11              Policy Matters.

                  (a) As soon as possible, and in no event later than 11:00
a.m., New York time, on the third Business Day immediately preceding each
Distribution Date, based solely on the information provided to the Trustee by
the Servicers on or before the related Determination Date, the Trustee shall
determine the amount of funds available for such Distribution Date minus the
amount of any FSA Premium and any Trustee Fee to be paid on such Distribution
Date.

                  If for any Distribution Date the Trustee determines that the
funds available for distribution to the Holders of the Class A-2 Certificates
pursuant to Section 4.02 will be insufficient to pay the Guaranteed
Distribution, the Trustee shall complete a notice in the form set forth as
Exhibit A to the FSA Policy (the "Notice") and shall submit such Notice to the
Fiscal Agent (as defined in the FSA Policy) no later than 12:00 noon, New York
time, on the third Business Day preceding such Distribution Date. The Notice
shall constitute a claim for an Insured Payment pursuant to the FSA Policy. Upon
receipt of the Insured Payment, on behalf of the Holders of the Class A-2
Certificates, the Trustee shall deposit such Insured Payment in the Distribution
Account and shall distribute such Insured Payment only in accordance with
Section 4.02.

                  The Trustee shall receive any Insured Payment from FSA and
disburse the same to the Class A-2 Certificates in accordance with the
provisions of Section 4.02. Insured Payments disbursed by the Trustee from
proceeds of the FSA Policy shall not be considered payment by the Trust nor
shall such payments discharge the obligation of the Trust with respect to such
Class A-2 Certificates, and FSA shall become the owner of such unpaid amounts
due from the Trust in respect of such Insured Payments as the deemed assignee of
the Holders of such Certificates and shall be entitled to receive the FSA
Reimbursement Amount pursuant to Section 4.02. The Trustee hereby agrees, and
each Holder of a Class A-2 Certificate by its acceptance of a Class A-2
Certificate is deemed to agree, in each case for the benefit of FSA, that it and
they recognize that to the extent that FSA makes Insured Payments, either
directly or indirectly (as by paying through the Trustee), to the


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Class A-2 Certificateholders, FSA will be entitled to receive the FSA
Reimbursement Amount pursuant to Section 4.02.

                  It is understood and agreed that the intention of the parties
is that FSA shall not be entitled to reimbursement on any Distribution Date for
amounts previously paid by it unless on such Distribution Date the Holders of
the Class A-2 Certificates shall also have received the full amount of the
Guaranteed Distributions for such Distribution Date.

                  (b) The Trustee shall comply with the provisions of the FSA
Policy with respect to claims upon the FSA Policy.

                  (c) At the time of the execution and delivery of this
Agreement, the Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Class A-2 Certificates referred to herein as
the "FSA Account" and over which the Trustee shall have exclusive control and
sole right of withdrawal. The Trustee shall deposit any Insured Payment made
under the FSA Policy in the FSA Account and thereafter into the Distribution
Account for distribution of such amount only for purposes of payment to Holders
of the Class A-2 Certificates of Guaranteed Distributions for the Class A-2
Certificates for which a claim was made and such amount may not be applied to
satisfy any other liability or any cost or expense of the Trustee or the Trust.
Insured Payments made under the FSA Policy shall be disbursed by the Trustee to
Holders of the Class A-2 Certificates in the same manner as distributions on the
Holders of the Class A-2 Certificates are made under Section 4.02. It shall not
be necessary for such distributions to be made by checks or wire transfers
separate from the check or wire transfer used to pay Guaranteed Distributions
with other funds available to make such distributions. However, the amount of
any Insured Payments made on the Class A-2 Certificates to be paid from funds
transferred from the FSA Account shall be noted in the Certificate Register and
in the statements to be furnished to Holders of the Certificates pursuant to
Section 4.06 hereof. Funds held in the FSA Account shall not be invested by the
Trustee.

                  (d) On any Distribution Date with respect to which a claim has
been made under the FSA Policy, the amount of any Insured Payment received by
the Trustee as a result of any claim under the FSA Policy and which is required
to make distributions on the Class A-2 Certificates equal to Guaranteed
Distributions on the Class A-2 Certificates on such Distribution Date, shall be
withdrawn from the FSA Account, deposited into the Distribution Account and
applied directly by the Trustee, together with all other funds to be withdrawn
from the Distribution Account, to the payment in full of Guaranteed
Distributions on the Class A-2 Certificates. Any funds remaining in the FSA
Account on the first Business Day following a Distribution Date shall be
remitted in immediately available funds to FSA, pursuant to the instructions of
FSA, by the end of such Business Day. FSA shall have the right to inspect such
records at reasonable times during normal business hours upon reasonable prior
written notice to the Trustee.

                  (e) The Trustee shall promptly notify FSA of any proceeding or
the institution of any action, of which a Responsible Officer of the Trustee has
actual knowledge, seeking the avoidance as a preferential transfer under the
Bankruptcy Code (a "Preference Claim") of any distribution made with respect to
the Class A-2 Certificates. Each Certificateholder of Class A-2 Certificates, by
its purchase of Class A-2 Certificates, the Seller, the Servicers and the
Trustee hereby


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agree that FSA (so long as there is no continuing Financial Security Default)
may at any time during the continuation of any proceeding relating to a
Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to such Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal.

                  (f) The Trustee shall keep a complete and accurate record of
the amount of interest and principal paid in respect of any Class A-2
Certificates from moneys received under the FSA Policy. FSA shall have the right
to inspect such records at reasonable times during normal business hours upon
one Business Day's prior notice to the Trustee.

                  (g) Anything herein to the contrary notwithstanding, any
payment with respect to principal of or interest on any of the Class A-2
Certificates which is made with moneys received pursuant to the terms of the FSA
Policy shall not be considered payment of such Class A-2 Certificates from the
Trust Fund and shall not result in the payment of or the provision for the
payment of the principal of or interest on such Certificates within the meaning
of Section 4.02. The Depositor, the Seller, the Servicers and the Trustee
acknowledge, and each Holder by its acceptance of a Class A-2 Certificate
agrees, that without the need for any further action on the part of FSA, the
Depositor, the Seller, the Servicers or the Trustee (a) to the extent FSA makes
payments, directly or indirectly, on account of principal of or interest on the
Class A-2 Certificates to the Holders of such Certificates, FSA will be fully
subrogated to the rights of such Holders to receive such principal and interest
from the Trust Fund and (b) FSA shall be paid such principal and interest but
only from the sources and in the manner provided herein for the payment of such
principal and interest.

                  (h) The Trustee and the Servicers shall cooperate in all
respects with any reasonable request by FSA for action to preserve or enforce
FSA's rights or interests under this Agreement without limiting the rights or
affecting the interests of the Holders as otherwise set forth herein.

                  (i) For so long as there is no continuing Financial Security
Default, FSA shall be treated by the Depositor and the Trustee as if FSA were
the holder of all of the Class A-2 Certificates for the purpose (and solely for
the purpose) of the giving of any consent, the making of any direction or the
exercise of any voting or other control rights otherwise given to the Class A-2
Certificateholders hereunder.

                  (j) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Trustee, the Rating Agencies or the
Class A-2 Certificateholders shall also be sent at such time to FSA at Financial
Security Assurance Inc., 350 Park Avenue, New York, New York 10022, Attn:
Transaction Oversight.

                  FSA shall be a third-party beneficiary of this Agreement,
entitled to enforce the provisions hereof as if a party hereto.



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                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01              The Certificates.

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

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

                  The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer upon the written
order of the Depositor. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of any such Certificates or did not hold such
offices at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless countersigned
by the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly executed and delivered hereunder. All Certificates
shall be dated the date of their countersignature. On the Closing Date, the
Trustee shall countersign the Certificates to be issued at the written direction
of the Depositor, or any affiliate thereof.

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

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


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

                  (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of transfer of
any Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

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

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

                  (b) No transfer of a Private Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the "Transferor Certificate") and
(i) deliver a letter in substantially the form of either Exhibit K (the
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Securities Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Servicers shall cooperate
with the Depositor in providing the Rule 144A information referenced in


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the preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Seller and the Servicers against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

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

                  To the extent permitted under applicable law (including, but
not limited to, ERISA), the Trustee shall be under no liability to any Person
for any registration of transfer of any ERISA- Restricted Certificate that is in
fact not permitted by this Section 5.02(b) or for making any payments due on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the transfer
was registered by the Trustee in accordance with the foregoing requirements.

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



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

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

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

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Residual Certificate in violation of the provisions of
         this Section 5.02(c) shall be absolutely null and void and shall vest
         no rights in the purported Transferee. If any purported transferee
         shall become a Holder of a Residual Certificate in violation of the
         provisions of this Section 5.02(c), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 5.02(b) and this Section 5.02(c) or for making
         any payments due on such Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Transfer was registered after receipt of
         the related Transfer Affidavit, Transferor Certificate and either the
         Rule 144A Letter or the Investment Letter. The Trustee shall be
         entitled but not obligated to recover from any Holder of a Residual
         Certificate that was in fact not a Permitted Transferee at the time it
         became a Holder or, at such subsequent time as it became other than a
         Permitted Transferee, all payments made on such Residual Certificate at
         and after either such time. Any such payments so recovered by the
         Trustee shall be paid and delivered by the Trustee to the last
         preceding Permitted Transferee of such Certificate.

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

                  The restrictions on Transfers of a Residual Certificate set
forth in this Section 5.02(c) shall cease to apply (and the applicable portions
of the legend on a Residual Certificate may be deleted) with respect to
Transfers occurring after delivery to the Trustee of an Opinion of Counsel,


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

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

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

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

                  If (x) (i) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository, and (ii) the Trustee or the
Depositor is unable to locate a qualified successor, (y) the Depositor at its
option advises the Trustee in writing that it elects to terminate the book-entry
system through the Depository or (z) after the occurrence of an Event of
Default, Certificate Owners representing at least 51% of the Certificate Balance
of the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and


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of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Sellers, the
Servicers, the Depositor or the Trustee shall be liable for any delay in
delivery of such instruction and each may conclusively rely on, and shall be
protected in relying on, such instructions. The Depositor shall provide the
Trustee with an adequate inventory of certificates to facilitate the issuance
and transfer of Definitive Certificates. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Trustee, to the extent applicable with respect to such Definitive
Certificates and the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder; provided that the Trustee shall
not by virtue of its assumption of such obligations become liable to any party
for any act or failure to act of the Depository.

                  SECTION 5.03              Mutilated, Destroyed, Lost or Stolen
                                            Certificates.

                  If (a) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the
Trustee such security or indemnity as may be required by it to hold it harmless,
then, in the absence of notice to the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, countersign and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Class, tenor and Percentage
Interest. In connection with the issuance of any new Certificate under this
Section 5.03, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith. Any replacement Certificate issued pursuant to this Section 5.03
shall constitute complete and indefeasible evidence of ownership, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION 5.04              Persons Deemed Owners.

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

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

                  If three or more Certificateholders (a) request such
information in writing from the Trustee, (b) state that such Certificateholders
desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or a Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicers or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such


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Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

                  SECTION 5.06              Maintenance of Office or Agency.

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


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                                   ARTICLE VI

                   THE DEPOSITOR, THE SELLER AND THE SERVICERS

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

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

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

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

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

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

                  None of the Depositor, the Seller, any Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller or any
Servicer shall be under any liability to the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Seller, any Servicer or any such
Person against any breach of representations or warranties made by it herein or
protect the Depositor, the Seller, any Servicer or any such Person from any
liability which would otherwise be imposed by reasons of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard


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of obligations and duties hereunder. The Depositor, the Seller, each Servicer
and any director, officer, employee or agent of the Depositor, the Seller or a
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
None of the Depositor, the Seller or any Servicer shall be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any
expense or liability; provided, however, that any of the Depositor, the Seller
or any Servicer may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties of
the parties hereto and interests of the Trustee and the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor, the Seller and each Servicer shall be entitled to
be reimbursed therefor out of the Collection Account. Each Servicer's right to
indemnity or reimbursement pursuant to this Section 6.03 shall survive the
resignation or termination of such Servicer as set forth herein.

                  SECTION 6.04              Limitation on Resignation of a
                                            Servicer.

                  (a) Subject to Section 6.04(b) below, a Servicer shall not
resign from the obligations and duties hereby imposed on it except (a)(i) upon
appointment, pursuant to the provisions of Section 7.02, of a successor servicer
which (x) has a net worth of not less than $10,000,000 and (y) is a FNMA or
FHLMC approved company in good standing, (ii) receipt by the Trustee of a letter
from each Rating Agency that such a resignation and appointment will not result
in a qualification, withdrawal or downgrading of the then current rating of any
of the Certificates and (iii) receipt by FSA of oral confirmation from each
Rating Agency that the rating assigned to any of the Certificates is given
without regard to the FSA Policy, or (b) upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination
under clause (b) permitting the resignation of a Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Trustee. No such
resignation shall become effective until the Trustee or a successor servicer
shall have assumed such Servicer's responsibilities, duties, liabilities and
obligations hereunder and the requirements of Section 7.02 have been satisfied.

                  (b) Notwithstanding the foregoing, the Seller, as owner of the
servicing rights with respect to the Wilshire Serviced Loans, or any subsequent
owner of such servicing rights, shall be entitled to require that Wilshire
resign and appoint a successor servicer with respect to the Wilshire Serviced
Loans; provided that such entity delivers to the Trustee the letter required by
Section 6.04(a)(ii) above.


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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01              Events of Default.

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

                  (i) any failure by a Servicer to make any deposit or payment
         required pursuant to this Agreement (including but not limited to
         Advances to the extent required under Section 4.01) 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 such Servicer by the Trustee or the Depositor,
         or to such Servicer and the Trustee by the Holders of Certificates
         having not less than 25% of the Voting Rights evidenced by the
         Certificates; or

                  (ii) any failure by a Servicer duly to observe or perform in
         any material respect any other of the covenants or agreements on the
         part of such Servicer set forth in this Agreement, or if any of the
         representations and warranties of such Servicer in Section 2.03(b)
         proves to be untrue in any material respect, which failure or breach
         continues unremedied for a period of 30 days after the date on which
         written notice of such failure or breach, requiring the same to be
         remedied, shall have been given to such Servicer by the Trustee or the
         Depositor, or to such Servicer and the Trustee by the Holders of
         Certificates having not less than 25% of the Voting Rights evidenced by
         the Certificates; or

                  (iii) failure by a Servicer to maintain, if required, its
         license to do business in any jurisdiction where the related Mortgaged
         Property is located; or

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

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

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



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                  Other than an Event of Default resulting from a failure of a
Servicer to make any Advance, if an Event of Default shall occur, then, and in
each and every such case, so long as such Event of Default shall not have been
remedied, the Trustee may, or at the direction of the Holders of Certificates
evidencing not less than 51% of the Voting Rights evidenced by the Certificates,
the Trustee shall by notice in writing to such Servicer (with a copy to each
Rating Agency), terminate all of the rights and obligations of such Servicer
under this Agreement and in and to the related Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. If an Event of
Default results from the failure of a Servicer to make an Advance, the Trustee
shall, by notice in writing to such Servicer and the Depositor (with a copy to
each Rating Agency), terminate all of the rights and obligations of such
Servicer under this Agreement and in and to the related Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder.

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

                  SECTION 7.02              Trustee to Act; Appointment of
                                            Successor.

                  On and after the time a Servicer receives a notice of
termination pursuant to Section 7.01 of this Agreement or the resignation of
such Servicer pursuant to Section 6.04, the Trustee shall, subject to and to the
extent provided herein, be the successor to such Servicer, but only in its
capacity as servicer under this Agreement, and not in any other, and the
transactions set forth herein and shall be subject to all the responsibilities,
duties and liabilities relating thereto placed on such Servicer by the terms and
provisions hereof and applicable law including the obligation to make Advances
pursuant to Section 4.01. As compensation therefor, the Trustee shall be
entitled to all funds relating to the related Mortgage Loans that such Servicer
would have been entitled to charge to the Collection Account, provided that the
terminated Servicer shall nonetheless be entitled to payment or reimbursement as
provided in Section 3.08 to the extent that such payment or reimbursement
relates to the period prior to termination of such Servicer. Notwithstanding the
foregoing, if the Trustee has become the successor to a Servicer in accordance
with Section 7.01, the Trustee may, if it shall be unwilling to so act, or
shall, if it is prohibited by applicable law from making Advances pursuant to


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4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan
servicing institution the appointment of which does not adversely affect the
then current rating of the Certificates by each Rating Agency, as the successor
to such Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of such Servicer hereunder. Any
successor to a Servicer shall be an institution which is a FNMA or FHLMC
approved seller/servicer for first and second loans in good standing, which has
a net worth of at least$10,000,000, which is willing to service the related
Mortgage Loans and which executes and delivers to the Depositor and the Trustee
an agreement accepting such delegation and assignment, containing an assumption
by such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of such Servicer (other than liabilities of such Servicer under
Section 6.03 hereof incurred prior to termination of such Servicer under Section
7.01 hereunder), with like effect as if originally named as a party to this
Agreement; provided that each Rating Agency acknowledges that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified, withdrawn or downgraded as a result of such assignment and
delegation. Pending appointment of a successor to such Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to the limitations described herein, act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the related Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of the Servicing Fee. The
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of such Servicer to deliver or provide, or any delay in delivering
or providing, any cash, information, documents or records to it.

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

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


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                  SECTION 7.03              Notification to Certificateholders.

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

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


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION 8.01              Duties of the Trustee.

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

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

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

                  (i) unless an Event of Default actually known to the Trustee
         shall have occurred and be continuing, the duties and obligations of
         the Trustee shall be determined solely by the express provisions of
         this Agreement, the Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Agreement, no implied covenants or obligations shall be
         read into this Agreement against the Trustee and the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Agreement which it believed in good faith to be genuine and to
         have been duly executed by the proper authorities respecting any
         matters arising hereunder;

                  (ii) the Trustee shall not be liable for an error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, unless it shall be finally proven that the Trustee was
         negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of Holders of Certificates evidencing not
         less than 25% of the Voting Rights of Certificates relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee under this Agreement.



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                  SECTION 8.02              Certain Matters Affecting the
                                            Trustee.

                  Except as otherwise provided in Section 8.01:

                  (i) the Trustee may request and conclusively rely upon and
         shall be protected in acting or refraining from acting upon any
         resolution, Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties and the Trustee shall have no responsibility to
         ascertain or confirm the genuineness of any signature of any such party
         or parties;

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

                  (iii) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (iv) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing so to do by Holders of Certificates evidencing not less than
         25% of the Voting Rights allocated to each Class of Certificates;

                  (v) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, affiliates, accountants or attorneys;

                  (vi) the Trustee shall not be required to risk or expend its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties or in the exercise of any of its rights or powers
         hereunder if it shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not assured to it;

                  (vii) the Trustee shall not be liable for any loss on any
         investment of funds pursuant to this Agreement (other than as issuer of
         the investment security);

                  (viii) the Trustee shall not be deemed to have knowledge of an
         Event of Default until a Responsible Officer of the Trustee shall have
         received written notice thereof; and

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


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         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity satisfactory to the Trustee against
         the costs, expenses and liabilities which may be incurred therein or
         thereby.

                  SECTION 8.03              Trustee Not Liable for Certificates
                                            or Mortgage Loans.

                  The recitals contained herein and in the Certificates shall be
taken as the statements of the Depositor or the Seller, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS(R) System, other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or a Servicer of any funds paid to the
Depositor or a Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or a Servicer.

                  SECTION 8.04              Trustee May Own Certificates.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates and may transact business with the
Depositor, the Seller, any Servicer and their affiliates, with the same rights
as it would have if it were not the Trustee.

                  SECTION 8.05              Trustee's Fees and Expenses.

                  The Trustee, as compensation for its activities hereunder,
shall be entitled to withdraw from the Certificate Account on each Distribution
Date prior to making distributions pursuant to Section 4.02 an amount equal to
the Trustee Fee for such Distribution Date. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by the Depositor
and the Servicers, to the extent such indemnity related to the failure of the
related Servicer to perform its servicing obligations in accordance with this
Agreement, and held harmless against any loss, liability or expense (including
reasonable attorney's fees and expenses) (i) incurred in connection with any
claim or legal action relating to (a) this Agreement, (b) the Custodial
Agreement, (c) the Certificates, (d) the FSA Policy, or (e) the performance of
any of the Trustee's duties hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder or incurred by reason of
any action of the Trustee taken at the direction of the Certificateholders and
(ii) resulting from any error in any tax or information return prepared by the
related Servicer. Such indemnity shall survive the termination of this Agreement
or the resignation or removal of the Trustee hereunder. Without limiting the
foregoing, the Depositor covenants and agrees, except as otherwise agreed upon
in writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee's negligence, bad faith or
willful misconduct, to pay or reimburse the Trustee, for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement with respect to: (A) the
reasonable compensation and the expenses and disbursements of its counsel not
associated with the closing of the issuance of the Certificates, (B) the
reasonable compensation, expenses and disbursements of any accountant, engineer
or appraiser that is not regularly employed by the Trustee, to the extent that
the Trustee


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must engage such persons to perform acts or services hereunder and (C) printing
and engraving expenses in connection with preparing any Definitive Certificates.
Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Registrar or Tax
Matters Person hereunder or for any other expenses.

                  SECTION 8.06              Eligibility Requirements for the
                                            Trustee and Custodian.

                  The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or a Servicer and its affiliates; provided, however, that such
entity cannot be an affiliate of the Seller, the Depositor or a Servicer other
than the Trustee in its role as successor to a Servicer.

                  SECTION 8.07              Resignation and Removal of the
                                            Trustee.

                  The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice of resignation to the Depositor,
the Seller, each Servicer and each Rating Agency not less than 60 days before
the date specified in such notice, when, subject to Section 8.08, such
resignation is to take effect, and acceptance by a successor trustee in
accordance with Section 8.08 meeting the qualifications set forth in Section
8.06. If no successor trustee meeting such qualifications shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation or removal (as provided below), the resigning or removed
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which shall be delivered to the Trustee, one copy to each Servicer and the
Seller and one copy to the successor trustee.


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                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to each Servicer and the Seller, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency by the successor trustee. All costs and expenses incurred by the Trustee
in connection with the removal of the Trustee without cause shall be reimbursed
to the Trustee from amounts on deposit in the Collection Account.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

                  SECTION 8.08              Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee and each Servicer and the Seller an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The Depositor, each
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties, and obligations.

                  No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and its appointment shall
not adversely affect the then current rating of the Certificates.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Depositor shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates. If the Depositor fails
to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Depositor.

                  SECTION 8.09              Merger or Consolidation of the
                                            Trustee.

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



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                  SECTION 8.10              Appointment of Co-Trustee or
                                            Separate Trustee.

                  Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust Fund or property securing any Mortgage Note may at
the time be located, each Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as each
Servicer and the Trustee may consider necessary or desirable. If a Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

                  (i) To the extent necessary to effectuate the purposes of this
         Section 8.10, all rights, powers, duties and obligations conferred or
         imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the Trustee
         joining in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         (whether as Trustee hereunder or as successor to a Servicer hereunder),
         the Trustee shall be incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties and obligations
         (including the holding of title to the applicable Trust Fund or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder and such
         appointment shall not, and shall not be deemed to, constitute any such
         separate trustee or co-trustee as agent of the Trustee;

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee; and

                  (iv) The Depositor, and not the Trustee, shall be liable for
         the payment of reasonable compensation, reimbursement and
         indemnification to any such separate trustee or co-trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the separate trustees and
co-trustees, when and as effectively as if given to each of


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them. Every instrument appointing any separate trustee or co-trustee shall refer
to this Agreement and the conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee and a copy thereof given to each Servicer and the Depositor.

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

                  SECTION 8.11              Tax Matters.

                  It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC 1, REMIC 2, and REMIC 3 containing such
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at such
times and in such manner as may be required thereby; (b) within thirty days of
the Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such form, and update such
information at the time or times in the manner required by the Code; (c) make or
cause to be made elections that the assets of each of REMIC 1, REMIC 2 and REMIC
3 be treated as a REMIC on the federal tax return for its first taxable year
(and, if necessary, under applicable state law); (d) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-


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Permitted Transferee is the record holder of an interest (the reasonable cost of
computing and furnishing such information may be charged to the Person liable
for such tax); (f) to the extent that they are under its control, conduct
matters relating to such assets at all times that any Certificates are
outstanding so as to maintain the status of REMIC 1, REMIC 2 and REMIC 3 as a
REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2 or REMIC 3; (h) pay, from the sources specified in
the last paragraph of this Section 8.11, the amount of any federal or state tax,
including prohibited transaction taxes as described below, imposed on the Trust
Fund prior to its termination when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Trustee from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such other person
as may be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to the Trust Fund, including
but not limited to the income, expenses, assets and liabilities thereof and the
fair market value and adjusted basis of the assets determined at such intervals
as may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of the
Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.

                  To the extent that they are under its control, each Servicer
shall conduct matters relating to the assets of each REMIC at all times that any
Certificates are outstanding so as to maintain the status of REMIC 1, REMIC 2
and REMIC 3 as a REMIC under the REMIC Provisions. No Servicer shall knowingly
or intentionally take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2 or REMIC 3.

                  In order to enable the Trustee to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Trustee within ten (10) days after the Closing Date all information or data that
the Trustee requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

                  In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of the Trust Fund as defined in
Section 860G(c) of the Code, on any contribution to the Trust Fund after the
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is
imposed, if not paid as




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<PAGE>

otherwise provided for herein, such tax shall be paid by (i) the Trustee, if any
such other tax arises out of or results from a breach by the Trustee of any of
its obligations under this Agreement, (ii) the related Servicer or the Seller,
in the case of any such minimum tax, if such tax arises out of or results from a
breach by such Servicer or the Seller of any of their obligations under this
Agreement or (iii) the Seller, if any such tax arises out of or results from the
Seller's obligation to repurchase a related Mortgage Loan pursuant to Section
2.02 or 2.03 or (iv) in all other cases, or in the event that the Trustee, the
related Servicer or Seller fails to honor its obligations under the preceding
clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to
be distributed to the Certificateholders, as provided in Section 4.02.

                  The Trustee shall treat the Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the
Class X-1 Certificateholder and that is not an asset of the REMICs. The Trustee
shall treat the rights of the Class A-1, Class A-2, Class M-1, Class M-2 and
Class B Certificateholders to receive payments from the Reserve Fund as rights
in an interest rate cap contract written by the Class X-1 Certificateholder in
favor of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B
Certificateholders. Thus, each Certificate other than the Class X-1 Certificates
shall be treated as representing ownership of not only REMIC Regular Interests,
but also ownership of an interest in an interest rate cap contract. For purposes
of determining the issue price of the REMIC Regular interests, the Trustee shall
assume that the interest rate cap contract has a value of $5,000.

                  Neither a Servicer nor the Trustee shall enter into any
arrangement by which any of REMIC 1, REMIC 2 or REMIC 3 will receive a fee or
other compensation for services nor permit any of REMIC 1, REMIC 2 or REMIC 3 to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

                  SECTION 8.12              Periodic Filings.

                  The Trustee shall, on behalf of the Trust Fund, cause to be
filed with the Securities and Exchange Commission any periodic reports required
to be filed under the provisions of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder. In connection with the preparation and filing of such periodic
reports, the Depositor and each Servicer shall timely provide to the Trustee all
material information available to them which is required to be included in such
reports. The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence or willful misconduct.




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<PAGE>

                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.01              Termination upon Liquidation or
                                            Purchase of the Mortgage Loans.

                  Subject to Section 9.03, the rights, obligations and
responsibilities of the Depositor, the Seller, the Servicers and the Trustee
created hereunder with respect to the Trust Fund shall terminate upon the
earlier of (a) the purchase by the Optional Termination Holder of all Mortgage
Loans (and REO Properties) remaining at the price equal to the sum of (A) 100%
of the Stated Principal Balance of each Mortgage Loan (other than in respect of
REO Property) plus one month's accrued interest thereon at the applicable
Mortgage Rate, (B) the lesser of (x) the appraised value of any REO Property as
determined by the higher of two appraisals completed by two independent
appraisers selected by the Depositor at the expense of the Depositor and (y) the
Stated Principal Balance of each Mortgage Loan related to any REO Property, in
each case plus accrued and unpaid interest thereon at the applicable Mortgage
Rate and (C) any unreimbursed Servicing Advances and (b) the later of (i) the
maturity or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO
Property and (ii) the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to this Agreement. In no event shall the
trusts created hereby continue beyond the expiration of 21 years from the death
of the survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James's, living on the date hereof. The
right to repurchase all Mortgage Loans and REO Properties pursuant to clause (a)
above shall be conditioned upon the aggregate Stated Principal Balance of the
Mortgage Loans and the appraised value of the REO Properties at the time of any
such repurchase, aggregating less than ten percent of the Aggregate Collateral
Balance as of the Cut-off Date.

                  SECTION 9.02              Final Distribution on the
                                            Certificates.

                  If on any Determination Date, the Trustee determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Accounts and Certificate
Account, the Trustee shall promptly send a final distribution notice to each
Certificateholder. If the Optional Termination Holder above elects to terminate
the Trust Fund pursuant to Section 9.01, at least 20 days prior to the date
notice is to be mailed to the affected Certificateholders such Person shall
notify the Servicers and the Trustee of the date the Depositor intends to
terminate the Trust Fund and of the applicable repurchase price of the Mortgage
Loans and REO Properties.

                  Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which




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such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Trustee shall give such notice to each Rating
Agency at the time such notice is given to Certificateholders.

                  Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Certificateholders of each Class,
in each case on the final Distribution Date and in the order set forth in
Section 4.02, in the case of the Certificateholders, in proportion to their
respective Percentage Interests, with respect to Certificateholders of the same
Class, an amount equal to (i) as to each Class of Regular Certificates, the
Certificate Balance thereof plus accrued interest thereon (or on their Notional
Amount, if applicable) in the case of an interest-bearing Certificate and (ii)
as to the Residual Certificates, the amount, if any, which remains on deposit in
the Collection Accounts (other than the amounts retained to meet claims) after
application pursuant to clause (i) above.

                  In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class A-R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund which remain subject hereto and the Trustee shall
be discharged from all further liability with respect to the Certificates and
this Agreement.

                  SECTION 9.03              Additional Termination Requirements.

                  (a) In the event that the Optional Termination Holder
exercises its purchase option with respect to the Mortgage Loans as provided in
Section 9.01, at such time as the Mortgage Loans are so purchased, the Trust
Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the Depositor, to the effect that the failure to comply with
the requirements of this Section 9.03 will not (i) result in the imposition of
taxes on "prohibited transactions" on any REMIC as defined in Section 860F of
the Code, or (ii) cause REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

                           (1)      Within 90 days prior to the final
                                    Distribution Date set forth in the notice
                                    given by the Trustee under Section 9.02, the
                                    Depositor shall prepare and the Trustee, at
                                    the expense of the Depositor, shall adopt a
                                    plan of complete liquidation within the
                                    meaning of Section 860F(a)(4) of the Code
                                    which, as evidenced by an Opinion of Counsel
                                    (which opinion shall not be an expense of
                                    the Trustee, the







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<PAGE>

                                    Tax Matters Person or the Trust Fund), meets
                                    the requirements of a qualified liquidation;

                           (2)      Within 90 days after the time of adoption of
                                    such a plan of complete liquidation, the
                                    Trustee shall sell all of the assets of the
                                    Trust Fund to the Depositor for cash in
                                    accordance with Section 9.01; and

                                            On the date specified for final
                                    payment of the Certificates, the Trustee
                                    shall, after payment of any unreimbursed
                                    Advances, Servicing Advances, Servicing Fees
                                    or other fee compensation payable to each
                                    Servicer pursuant to this Agreement, make
                                    final distributions of principal and
                                    interest on the Certificates in accordance
                                    with Section 4.02 and distribute or credit,
                                    or cause to be distributed or credited, to
                                    the Holders of the Residual Certificates all
                                    cash on hand after such final payment (other
                                    than the cash retained to meet claims), and
                                    the Trust Fund (and any REMIC) shall
                                    terminate at that time.

                  (b) The Trustee as agent for REMIC 1, REMIC 2 and REMIC 3
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Depositor, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the Depositor.

                  (c) By their acceptance of the Certificates, the Holders
thereof hereby authorize the Depositor to prepare and the Trustee to adopt and
sign a plan of complete liquidation.




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                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  SECTION 10.01             Amendment.

                  This Agreement may be amended from time to time by the
Depositor, each Servicer, the Seller and the Trustee without the consent of any
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any defective provision herein or to supplement any provision herein which may
be inconsistent with any other provision herein, (iii) to add to the duties of
the Depositor, the Seller or any Servicer, (iv) to add any other provisions with
respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; provided that any action pursuant to clauses (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund, but shall be at the expense of
the party proposing such amendment), adversely affect in any material respect
the interests of any Certificateholder; provided, however, that no such Opinion
of Counsel shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicers also may at any time and from time to time amend this Agreement
without the consent of the Certificateholders to modify, eliminate or add to any
of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of REMIC 1, REMIC 2 or REMIC 3 as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

                  Notwithstanding the foregoing, FSA's written consent shall be
required for any amendment that adversely affects in any respect the rights and
interests of FSA hereunder.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicers, the Seller and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating
66%, or (iii) reduce the aforesaid percentages of Certificates




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<PAGE>

the Holders of which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding.

                  Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, but shall be at the expense of the party
preparing such amendment, to the effect that such amendment will not cause the
imposition of any tax on the Trust Fund or the Certificateholders or cause REMIC
1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

                  Promptly after the execution of any amendment to this
Agreement, the Trustee shall furnish written notification of the substance or a
copy of such amendment to each Certificateholder if the consent of
Certificateholders was required and each Rating Agency.

                  It shall not be necessary for the consent of
Certificateholders under this Section 10.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  Nothing in this Agreement shall require the Trustee to enter
into an amendment without receiving an Opinion of Counsel (which Opinion shall
not be an expense of the Trustee or the Trust Fund), satisfactory to the Trustee
that (i) such amendment is permitted and is not prohibited by this Agreement and
that all requirements for amending this Agreement have been complied with; and
(ii) either (A) the amendment does not adversely affect in any material respect
the interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

                  SECTION 10.02             Recordation of Agreement;
                                            Counterparts.

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

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





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                  SECTION 10.03             Governing Law.

                  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  SECTION 10.04             [Reserved]

                  SECTION 10.05             Notices.

                  (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

                  (i) Any material change or amendment to this Agreement;

                  (ii) The occurrence of any Event of Default that has not been
         cured;

                  (iii) The resignation or termination of any Servicer or the
         Trustee and the appointment of any successor;

                  (iv) The repurchase or substitution of Mortgage Loans pursuant
         to Sections 2.02 and 2.03; and

                  (v) The final payment to Certificateholders.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following to the extent such items are in its possession:

                  (i) Each report to Certificateholders described in Section
         4.06 and 3.19;

                  (ii) Each annual statement as to compliance described in
         Section 3.16;

                  (iii) Each annual independent public accountants' servicing
         report described in Section 3.17; and

                  (iv) Any notice of a purchase of a Mortgage Loan pursuant to
         Section 2.02, 2.03 or 3.11.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when delivered to (a) in the
case of the Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New
York, New York 10010, Attention: Helaine Hebble (with a copy to Credit Suisse
First Boston Mortgage Securities Corp., Eleven Madison Avenue, 4th Floor, New
York, New York 10010, Attention: Office of the General Counsel), (b) in the case
of the Trustee,




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<PAGE>

the Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the Depositor and the Servicers, (c) in the case of Wilshire, 1776 SW
Madison, Portland, Oregon 97205 Attention: Jay Memmott, with a copy to Stoel
Rives LLP, 900 SW Fifth, Portland, Oregon 97204 Attention: Gary Barnum or such
other address as may be hereafter furnished in writing to the Depositor and the
Trustee by the Servicer, (d) in the case of each of the Rating Agencies, the
address specified therefor in the definition corresponding to the name of such
Rating Agency and (e) in the case of Ocwen, Ocwen Federal Bank FSB, 1675 Palm
Beach Lakes Blvd., West Palm Beach, FL 33401, Attention: Secretary. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

                  SECTION 10.06             Severability of Provisions.

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

                  SECTION 10.07             Assignment.

                  Notwithstanding anything to the contrary contained herein,
except as provided in Sections 6.02 and 6.04, this Agreement may not be assigned
by any Servicer without the prior written consent of the Trustee and Depositor;
provided, however, that neither the Depositor nor the Trustee shall consent to
any such assignment unless each Rating Agency has confirmed in writing that such
assignment will not cause a reduction or withdrawal of the ratings then assigned
by it to any Class of Certificates.

                  SECTION 10.08             Limitation on Rights of
                                            Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the trust created hereby, nor entitle
such Certificateholder's legal representative or heirs to claim an accounting or
to take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

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

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of an Event of Default and of the continuance thereof, as herein
provided,




                                      137
<PAGE>

and unless the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates shall also have made written request
to the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 10.09             Certificates Nonassessable and Fully
                                            Paid.

                  It is the intention of the Depositor that Certificateholders
shall not be personally liable for obligations of the Trust Fund, that the
interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trustee pursuant to this Agreement, are and shall
be deemed fully paid.




                                      138
<PAGE>

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

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE
                                        SECURITIES CORP.,
                                        as Depositor

                                        By: /s/ Helaine Hebble
                                            ------------------------------------
                                        Name: Helaine Hebble
                                        Title:   Senior Vice President


                                        JP MORGAN CHASE BANK,
                                        as Trustee

                                        By:/s/ Thomas Britt
                                           -------------------------------------
                                        Name: Thomas Britt
                                        Title: Trust Officer


                                        DLJ MORTGAGE CAPITAL, INC.,
                                        as Seller

                                        By:   /s/ Peter Principato
                                           -------------------------------------
                                        Name:   Peter Principato
                                        Title:     Vice President


                                        WILSHIRE CREDIT CORPORATION,
                                        as a Servicer

                                        By: /s/ Bradley Newman
                                           -------------------------------------
                                        Name:  Bradley Newman
                                        Title:    Senior Vice President


                                        OCWEN FEDERAL BANK FSB,
                                        as a Servicer

                                        By:   /s/ Richard Delgado
                                           ----------------------
                                        Name:   Richard Delgado
                                        Title:     Vice President


                          [NOTARY PAGES TO BE ATTACHED]

<PAGE>

                                    EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]



                                       A-1

<PAGE>




Certificate No. [____]           [____]% Interest Rate
Cut-off Date:                    Initial Certificate Balance of this Certificate
December 1, 2001                 ("Denomination"):
                                 $[_________________]
First Distribution Date:         Initial [Certificate Balances] of all
January 25, 2002                 Certificates of this Class:
                                 $[_________________]
Maturity Date:                   CUSIP: [_________________]
[_________________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicers or the Trustee referred to below or any of their respective
affiliates. This Certificate and the Mortgage Loans are not guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which


                                       A-2

<PAGE>



Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       A-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 27, 2001

                                             JPMORGAN CHASE BANK,
                                             as Trustee

                                             By
                                               --------------------------------

Countersigned:

By
  -------------------------------------
         Authorized Signatory of
         JPMORGAN CHASE BANK,
         as Trustee



                                       A-4

<PAGE>



                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OFFICER'S
CERTIFICATE OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED
ABOVE SHALL BE VOID AND OF NO EFFECT.]

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]


                                       B-1

<PAGE>




Certificate No. [____]           [____]% Interest Rate
Cut-off Date:                    Initial Certificate Balance of this Certificate
December 1, 2001                 ("Denomination"):
                                 $[_________________]
First Distribution Date:         Initial [Certificate Balances] of all
January 25, 2002                 Certificates of this Class:
                                 $[_________________]
Maturity Date:                   CUSIP: [_________________]
[_________________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicers or the Trustee referred to below or any of their respective
affiliates. This Certificate and the Mortgage Loans are not guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which


                                       B-2

<PAGE>



Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund,
(ii) if the purchaser is an insurance company, a representation that the
purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificates satisfy the
requirements for exemptive relief under Sections I and III of PTCE 95-60 or
(iii) in the case of any such Certificate presented for registration in the name
of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement, or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee to the effect that the purchase or holding of such Certificate will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA and the Code and will
not subject the Trustee or the Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.]

         [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller, the Servicers
or the Depositor. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.]

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.



                                       B-3

<PAGE>



         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       B-4

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 27, 2001

                                       JPMORGAN CHASE BANK,
                                       as Trustee

                                       By
                                         -----------------------------------

Countersigned:

By
  -------------------------------------
         Authorized Signatory of
         JPMORGAN CHASE BANK,
         as Trustee


                                       B-5

<PAGE>



                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.



                                       C-1

<PAGE>




Certificate No. [____]        [____]% Interest Rate
Cut-off Date:                 Initial Certificate Balance of this Certificate
December 1, 2001              ("Denomination"):
                              $[_________________]
First Distribution Date:      Initial [Certificate Balances] of all Certificates
January 25, 2002              of this Class:
                              $[_________________]
Maturity Date:                CUSIP: [_________________]
[_________________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         evidencing the distributions allocable to the Class A-R Certificates
         with respect to a Trust Fund consisting primarily of a pool of
         conventional mortgage loans (the "Mortgage Loans") secured by fixed
         rate, first and second lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate is payable
solely from the assets of the Trust and does not evidence an obligation of, or
an interest in, and is not guaranteed by the Depositor, the Seller, the
Servicers or the Trustee referred to below or any of their respective
affiliates. This Certificate and the Mortgage Loans are not guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that [______________________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the


                                       C-2

<PAGE>



Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

         Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class A-R
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.

         No transfer of a Class A-R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) in the case of any such
Class A-R Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee to the effect that the purchase or holding of such Class A-R Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund. Notwithstanding anything else to the contrary herein,
any purported transfer of a Class A-R Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

         Each Holder of this Class A-R Certificate will be deemed to have agreed
to be bound by the restrictions of the Agreement, including but not limited to
the restrictions that (i) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class A-R Certificate may be transferred without
delivery to the Trustee of (a) a transfer affidavit of the proposed transferee
and (b) a transfer certificate of the transferor, each of such documents to be
in the form described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Class A-R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the Trustee as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class A-R Certificate must agree not to transfer an
Ownership Interest in this Class A-R Certificate if it has actual knowledge that
the proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class A-R Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.


                                       C-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 27, 2001

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By
                                          ---------------------------------

Countersigned:

By
  ----------------------------------
         Authorized Signatory of
         JPMORGAN CHASE BANK,
         as Trustee



                                       C-4

<PAGE>



                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]


                                       D-1

<PAGE>




Certificate No. [____]        [____]% Interest Rate
Cut-off Date:                 Initial Notional Amount of this Certificate
December 1, 2001              ("Denomination"):
                              $[_________________]
First Distribution Date:      Initial [Notional Amount] of all Certificates of
January 25, 2002              this Class:
                              $[_________________]
Maturity Date:                CUSIP: [_________________]
[_________________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         This Certificate is payable solely from the assets of the Trust and
does not evidence an obligation of, or an interest in, and is not guaranteed by
the Depositor, the Seller, the Servicers or the Trustee referred to below or any
of their respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

         This certifies that [Cede & Co.], is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned to
such terms in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.


                                       D-2

<PAGE>



         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund
or (ii) in the case of any such Certificate presented for registration in the
name of an employee benefit plan subject to ERISA, or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement,
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee to the effect that the purchase or holding of such Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee or the Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Trust Fund. Notwithstanding anything else to the
contrary herein, any purported transfer of a Certificate to or on behalf of an
employee benefit plan subject to ERISA or to the Code without the Opinion of
Counsel satisfactory to the Trustee as described above shall be void and of no
effect.]

[This Certificate has not been registered under the Securities Act of 1933, as
amended ("the Act"). Any resale or transfer of this Certificate without
registration thereof under the Act may only be made in a transaction exempted
from the registration requirements of the Act and in accordance with the
provisions of the Agreement referred to herein.]

         This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.





                                                        D-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 27, 2001

                                           JPMORGAN CHASE BANK,
                                           as Trustee

                                           By
                                             ----------------------------------

Countersigned:

By
  ------------------------------------
         Authorized Signatory of
         JPMORGAN CHASE BANK,
         as Trustee



                                       D-4

<PAGE>



                                    EXHIBIT E

                          [FORM OF CLASS P CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.



                                       E-1

<PAGE>




Certificate No. [____]       [____]% Interest Rate
Cut-off Date:                Initial Certificate Balance of this Certificate
December 1, 2001             ("Denomination"):
                             $[_________________]
First Distribution Date:     Initial [Certificate Balances] of all Certificates
January 25, 2002             of this Class:
                             $[_________________]
Maturity Date:               CUSIP: [_________________]
[_________________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class with respect to a Trust Fund
         consisting primarily of a pool of conventional mortgage loans (the
         "Mortgage Loans") secured by fixed rate, first and second lien
         residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicers or the Trustee referred to below or
any of their respective affiliates.

         This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the Denomination of this Class P Certificate by the Original Class Certificate
Principal Balance) in certain distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2001 (the "Agreement") among the
Depositor, DLJ Mortgage Capital Inc., as seller ("DLJMC"), Wilshire Credit
Corporation, as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Class P Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Class P Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.


                                       E-2

<PAGE>



         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.

         No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Seller, the Servicers or the Depositor; or there shall be
delivered to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the transferee. The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         No transfer of a Class P Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) in the case of any such
Class P Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee to the effect that the purchase or holding of such Class P Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund. Notwithstanding anything else to the contrary herein,
any purported transfer of a Class P Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

         Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       E-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: December 27, 2001

                                              JPMORGAN CHASE BANK,
                                              as Trustee

                                              By
                                                -------------------------------

Countersigned:

By
  --------------------------------------
         Authorized Signatory of
         JPMORGAN CHASE BANK,
         as Trustee



                                       E-4

<PAGE>



                                    EXHIBIT F

                         FORM OF REVERSE OF CERTIFICATES



                                       F-1

<PAGE>



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

         This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp., Mortgage
Pass-Through Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a beneficial ownership
interest in the Trust Fund created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. [The Record Date applicable to each
Distribution Date is the last Business Day of the month next preceding the month
of such Distribution Date.][The Record Date applicable to each Distribution Date
is the Business Day immediately preceding the related Distribution Date;
provided that if this Certificate is not a Book-Entry Certificate, then the
Record Date applicable to each Distribution Date is the last Business Day of the
month next preceding such Distribution Date.]

         Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicers, the Seller and the Trustee with the consent of
the Holders of Certificates affected by such amendment evidencing


                                       F-2

<PAGE>



the requisite Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicers, the Seller and the Trustee and any agent
of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and the Seller,
the Depositor, the Trustee, or any such agent shall be affected by any notice to
the contrary.

         On any Distribution Date on which the sum of the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of repurchase is less than 10% of the sum of the
Aggregate Collateral Balance of the Mortgage Loans, the Optional Termination
Holder will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans and REO Properties at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                       F-3

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

--------------------------------------------------------------------------------
Dated:


                                   ---------------------------------------------
                                   Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number __________ , or, if mailed by check, to ________________________
_______________________________________________________________________________
Applicable statements should be mailed to _____________________________________
This information is provided by ____________________________, the assignee named
above, or _____________________________, as its agent.



                                       F-4

<PAGE>



                                    EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                           December __, 2001
________________________
________________________

Cut-off Date Principal Balance:
$________________________

JPMorgan Chase Bank,
as  Trustee, for the
CSFB Mortgage Pass-Through Certificates, Series 2001-S31
450 West 33rd Street, 14th Floor
New York, New York 10001-2697

Financial Security Assurance Inc.
350 Park Avenue, 13th Floor
New York, New York 10022

                  Re:      Custodial Agreement, dated as of December 1, 2001,
                           between JPMorgan Chase Bank, as Trustee and [Bank
                           One Trust Company, N.A.][LaSalle Bank National
                           Association, as Custodian
                           --------------------------------------------------

Ladies and Gentlemen:

         In accordance with the provisions of Section 4 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies as to
each Mortgage Loan in the Mortgage Loan Schedule that (i) it has received: the
original Mortgage Note and Assignment of Mortgage with respect to each Mortgage
Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A and
(ii) such Mortgage Note has been reviewed by it and appears regular on its face
and relates.

         The Custodian makes no representations as to: (i) the validity,
legality, enforceability, sufficiency, due authorization or genuineness of any
of the documents contained in each Custodial File or of any of the Mortgage
Loans or (ii) the collectability, insurability, effectiveness or suitability of
any such Mortgage Loan.

         The Custodian hereby confirms that it is holding each such Mortgage
Note and Assignment of Mortgage as agent and bailee of, and custodian for the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.

         This Trust Receipt and Initial Certification is not divisible or
negotiable.



                                       G-1

<PAGE>



         The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Initial
Certification at its office at [in the case of Bank One, N.A.: 2220 Chemsearch
Boulevard, Suite 150, Irving, Texas 75062, Attention: Document Custodian][in the
case of LaSalle Bank National Association: _______________].




                                       G-2

<PAGE>



         Capitalized terms used herein shall have the meaning ascribed to them
in the Custodial Agreement.

                                          [BANK ONE TRUST COMPANY, N.A.],
                                          [LASALLE BANK NATIONAL
                                          ASSOCIATION]
                                          as Custodian

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



                                       G-3

<PAGE>



                                    EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF CUSTODIAN

Trust Receipt #_________

Cut-off Date Principal Balance
$__________________

[To be addressed to the Trustee of record]

________________________
________________________

Financial Security Assurance Inc.
350 Park Avenue, 13th Floor
New York, New York 10022


               Re:  Custodial Agreement, dated as of December 1, 2001, between
                    JPMorgan Chase Bank, as Trustee and [Bank One Trust Company,
                    N.A.][LaSalle Bank National Association], as Custodian

Ladies and Gentlemen:

         In accordance with the provisions of Section 6 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as
to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto)
it has reviewed the Custodial Files and has determined that (i) all documents
required to be delivered to it pursuant to Sections 2(i)-(x) of the Custodial
Agreement are in its possession; (ii) such documents have been reviewed by it
and appear regular on their face and related to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdictions in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(ii) of the Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iv) and (v) of the Custodial Agreement. The Custodian
makes no representations as to: (i) validity, legality, enforceability,
sufficiency, due authorization or genuineness of any of the documents contained
in each Custodial File or of any of the Mortgage Loans, or (ii) The
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.

         The Custodian hereby confirms that it is holding each such Custodial
File as agent and bailee of, and custodian for the exclusion use and benefit,
and subject to the sole direction, of Trustee pursuant to the terms and
conditions of the Custodial Agreement.

         This Trust Receipt and Final Certification is not divisible or
negotiable.



                                       H-1

<PAGE>



         The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Final
Certification at its office at [in the case of Bank One, N.A.: 2220 Chemsearch
Boulevard, Suite 150, Irving, Texas 75062, Attention: Document Custodian][in the
case of LaSalle Bank National Association: _______________].



                                       H-2

<PAGE>



         Capitalized terms used herein shall have the meaning ascribed to them
in the Custodial Agreement.

                                            [BANK ONE TRUST COMPANY, N.A.],
                                            [LASALLE BANK NATIONAL
                                            ASSOCIATION],
                                            as Custodian

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



                                       H-3

<PAGE>



                                    EXHIBIT I

                               TRANSFER AFFIDAVIT

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31
                                 Class [_______]

STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in a Class A-R Certificate (The "Certificate") issued
pursuant to the Pooling and Servicing Agreement, (The "Agreement"), relating to
the above-referenced Series, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"),
Wilshire Credit Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as
a servicer ("Ocwen") and JPMorgan Chase Bank as trustee (The "Trustee").
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

         2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

         3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

         4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company,


                                       I-1

<PAGE>



a real estate investment trust or common trust fund, a partnership, trust or
estate, and certain cooperatives and, except as may be provided in Treasury
Regulations, persons holding interests in pass-through entities as a nominee for
another Person.)

         5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, The restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, The
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

         7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Certificate.

         8. The Transferee's taxpayer identification number is [_____________].

         9. The Transferee is a United States Person.

         10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         11. The Transferee is (a) not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code, and the
Transferee is not acting on behalf of such a plan or (b) an employee benefit
plan that is subject to ERISA or a plan that is subject to Section 4975 of the
Code, and the Transferee is not acting on behalf of such a plan and will provide
an Opinion of Counsel in accordance with the provisions of Agreement.

                                    *   *   *



                                       I-2

<PAGE>



         IN WITNESS WHEREOF, The Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of _____________, 20___.



                                             Print Name of Transferee

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

[Corporate Seal]

ATTEST:


[Assistant] Secretary

         Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

         Subscribed and sworn before me this ______ day of _______________,
20___.


                                                NOTARY PUBLIC

                                                My Commission expires
                                                the _____ day of
                                                _________________, 20___.



                                       I-3

<PAGE>



                                    EXHIBIT 1
                                       to
                                    EXHIBIT I

CERTAIN DEFINITIONS

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

         "Permitted Transferee": Any person other than (i) The United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
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, any State
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI or successor
form, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause the Trust Fund hereunder to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

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

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

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



                                      I-1-1

<PAGE>



                                    EXHIBIT 2
                                       to
                                    EXHIBIT I

                        SECTION 5.02(C) OF THE AGREEMENT

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



                                      I-2-1

<PAGE>



                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

JPMorgan Chase Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

        Re: Credit Suisse First Boston Mortgage Securities Corp.,
            CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31, Class [__]

Ladies and Gentlemen:

         In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (The "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act and (c)
to the extent we are disposing of a Class A-R Certificate, we have no knowledge
the Transferee is not a Permitted Transferee.

                                         Very truly yours,


                                         Print Name of Transferor

                                         By:
                                            -------------------------------
                                         Authorized Officer



                                       J-1

<PAGE>



                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

JPMorgan Chase Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

        Re: Credit Suisse First Boston Mortgage Securities Corp.,
            CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31, Class [__]

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (The "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
insitutional "accredited investor," as defined in Regulation D under the Act,
and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) in the case of our acquisition of
a Class B-2 Certificate, if we are an insurance company, a representation that
we are an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
that the purchase and holding of such Certificates are covered under PTCE 95-60,
(e) if an insurance company, we are purchasing the Certificates with funds
contained in an "insurance company general account" (as defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase
and holding of the Certificates are covered under PTCE 95-60, (f) we are
acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (h) below), (g) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any


                                       K-1

<PAGE>



person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, and (h) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Act or is exempt from such registration requirements, and if requested, we will
at our expense provide an opinion of counsel satisfactory to the addressees of
this Certificate that such sale, transfer or other disposition may be made
pursuant to an exemption from the Act, (2) The purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially the
same effect as this certificate, and (3) The purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling and
Servicing Agreement.

                                              Very truly yours,


                                              Print Name of Transferee

                                              By:
                                                 -------------------------------
                                              Authorized Officer



                                       K-2

<PAGE>



                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

____________, 200__
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

JPMorgan Chase Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

        Re: Credit Suisse First Boston Mortgage Securities Corp.,
            CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31, Class [__]

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (The "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition,
(e) in the case of our acquisition of a Class B-2 Certificate, if an insurance
company, we are purchasing the Certificates with funds contained in an
"insurance company general account" (as defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase and holding
of the Certificates are covered under PTCE 95-60, (f) we have not, nor has
anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Certificates, any interest in the Certificates or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Certificates, any interest in the Certificates or
any other similar security from, or otherwise approached or negotiated with
respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (g) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under


                                       L-1

<PAGE>



the Act ("Rule 144A") and have completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2, (h) we are aware that the
sale to us is being made in reliance on Rule 144A, and (i) we are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (A) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (B) pursuant to another exemption
from registration under the Act.

                                                Very truly yours,


                                                Print Name of Transferee

                                                By:
                                                   -----------------------------
                                                Authorized Officer




                                       L-2

<PAGE>



ANNEX 1 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned (The "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, The undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         2. In connection with purchases by the Buyer, The Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) The Buyer owned and/or
invested on a discretionary basis $___________1 in securities (except for the 1
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
The Buyer satisfies the criteria in the category marked below.

         ___ Corporation, etc. The Buyer is a corporation (other than a bank,
         savings and loan association or similar institution), Massachusetts or
         similar business trust, partnership, or charitable organization
         described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
         amended.

         ___ Bank. The Buyer (a) is a national bank or banking institution
         organized under the laws of any State, territory or the District of
         Columbia, The business of which is substantially confined to banking
         and is supervised by the State or territorial banking commission or
         similar official or is a foreign bank or equivalent institution, and
         (b) has an audited net worth of at least $25,000,000 as demonstrated in
         its latest annual financial statements, a copy of which is attached
         hereto.

         ___ Savings and Loan. The Buyer (a) is a savings and loan association,
         building and loan association, cooperative bank, homestead association
         or similar institution, which is supervised and examined by a State or
         Federal authority having supervision over any such institutions or is a
         foreign savings and loan association or equivalent institution and (b)
         has an audited net worth of at least $25,000,000 as demonstrated in its
         latest annual financial statements, a copy of which is attached hereto.

         ___ Broker-dealer. The Buyer is a dealer registered pursuant to Section
         15 of the Securities Exchange Act of 1934.
--------
        1      Buyer must own and/or invest on a discretionary basis at least
               $100,000,000 in securities unless Buyer is a dealer, and, in that
               case, Buyer must own and/or invest on a discretionary basis at
               least $10,000,000 in securities.


                                      L-1-1

<PAGE>



         ___ Insurance Company. The Buyer is an insurance company whose primary
         and predominant business activity is the writing of insurance or the
         reinsuring of risks underwritten by insurance companies and which is
         subject to supervision by the insurance commissioner or a similar
         official or agency of a State, territory or the District of Columbia.
         ___ State or Local Plan. The Buyer is a plan established and maintained
         by a State, its political subdivisions, or any agency or
         instrumentality of the State or its political subdivisions, for the
         benefit of its employees.

         ___ ERISA Plan. The Buyer is an employee benefit plan within the
         meaning of Title I of the Employee Retirement Income Security Act of
         1974.

         ___ Investment Advisor. The Buyer is an investment advisor registered
         under the Investment Advisors Act of 1940.

         ___ Small Business Investment Company. Buyer is a small business
         investment company licensed by the U.S. Small Business Administration
         under Section 301(c) or (d) of the Small Business Investment Act of
         1958.

         ___ Business Development Company. Buyer is a business development
         company as defined in Section 202(a)(22) of the Investment Advisors Act
         of 1940.

         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, The Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
The securities may be valued at market. Further, in determining such aggregate
amount, The Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

         5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.



                                      L-1-2

<PAGE>



         6. Until the date of purchase of the Rule 144A Securities, The Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
The Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, The Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                            Print Name of Buyer

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

                                            Date:
                                                 -----------------------------



                                      L-1-3

<PAGE>



ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

         The undersigned (The "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

1. As indicated below, The undersigned is the President, Chief Financial Officer
or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser. 2.
In connection with purchases by Buyer, The Buyer is a "qualified institutional
buyer" as defined in SEC Rule 144A because (i) The Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and (ii)
as marked below, The Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, The cost of such securities was used,
except (i) where the Buyer or the Buyer's Family of Investment Companies reports
its securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
The securities may be valued at market.

         ___ The Buyer owned $ in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal year
         (such amount being calculated in accordance with Rule 144A).

         ___ The Buyer is part of a Family of Investment Companies which owned
         in the aggregate $ in securities (other than the excluded securities
         referred to below) as of the end of the Buyer's most recent fiscal year
         (such amount being calculated in accordance with Rule 144A).

         3.       The term "Family of Investment Companies" as used herein means
                  two or more registered investment companies (or series
                  thereof) that have the same investment adviser or investment
                  advisers that are affiliated (by virtue of being majority
                  owned subsidiaries of the same parent or because one
                  investment adviser is a majority owned subsidiary of the
                  other).

         4.       The term "securities" as used herein does not include (i)
                  securities of issuers that are affiliated with the Buyer or
                  are part of the Buyer's Family of Investment Companies, (ii)
                  securities issued or guaranteed by the U.S. or any
                  instrumentality thereof, (iii) bank deposit notes and
                  certificates of deposit, (iv) loan participations, (v)
                  repurchase


                                      L-2-1

<PAGE>



                  agreements, (vi) securities owned but subject to a repurchase
                  agreement and (vii) currency, interest rate and commodity
                  swaps.

         5.       The Buyer is familiar with Rule 144A and understands that the
                  parties listed in the Rule 144A Transferee Certificate to
                  which this certification relates are relying and will continue
                  to rely on the statements made herein because one or more
                  sales to the Buyer will be in reliance on Rule 144A. In
                  addition, The Buyer will only purchase for the Buyer's own
                  account.

         6.       Until the date of purchase of the Certificates, The
                  undersigned will notify the parties listed in the Rule 144A
                  Transferee Certificate to which this certification relates of
                  any changes in the information and conclusions herein. Until
                  such notice is given, The Buyer's purchase of the Certificates
                  will constitute a reaffirmation of this certification by the
                  undersigned as of the date of such purchase.

                                        ----------------------------------
                                        Print Name of Buyer or Adviser

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

                                        IF AN ADVISER:

                                        ----------------------------------
                                        Print Name of Buyer

                                        Date:
                                             -----------------------------



                                      L-2-2

<PAGE>



                                    EXHIBIT M

                               REQUEST FOR RELEASE
                                  (for Trustee)

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S31
            CSFB Mortgage Pass-Through Certificates, Series 2001-S31


LOAN INFORMATION

Name of Mortgagor:
                               --------------------------------------------

Servicer
Loan No.:
                               --------------------------------------------

TRUSTEE

Name:

Address:
                               --------------------------------------------
                               --------------------------------------------
                               --------------------------------------------


Trustee
Mortgage File No.:

         The undersigned Servicer hereby acknowledges that it has received from
Bank One, National Association, as Custodian for the Holders of Mortgage
Pass-Through Certificates, of the above-referenced Series, The documents
referred to below (The "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement (The "Pooling and Servicing Agreement") relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a
servicer ("Ocwen") and JPMorgan Chase Bank as trustee (The "Trustee").

( )      Mortgage Note dated _____________________, _______, in the original
         principal sum of $___________________, made by ____________________.
         payable to, or endorsed to the order of, The Trustee.

( )      Mortgage recorded on ________________ as instrument no. ______________
         in the County Recorder's Office of the County of ___________________,
         State of ___________ in book/reel/docket _________________ of official
         records at page/image _____________.



                                       M-1

<PAGE>



( )      Deed of Trust recorded on _____________ as instrument no.
         ______________ in the County Recorder's Office of the County of
         _______________, State of ______________ in book/reel/docket
         _____________________ of official records at page/image _________.

( )      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
         _________ as instrument no. ______________ in the County Recorder's
         Office of the County of ______, State of ________________ in
         book/reel/docket _______________ of official records at page/image
         _______________.

( )      Other documents, including any amendments, assignments or other
         assumptions of the Mortgage Note or Mortgage.

         ( )

         ( )

         ( )

         ( )

         The undersigned Servicer hereby acknowledges and agrees as follows:

                  (1) Such Servicer shall hold and retain possession of the
                  Documents in trust for the benefit of the Trustee, solely for
                  the purposes provided in the Agreement.

                  (2) Such Servicer shall not cause or knowingly permit the
                  Documents to become subject to, or encumbered by, any claim,
                  liens, security interest, charges, writs of attachment or
                  other impositions nor shall the Servicer, if applicable,
                  assert or seek to assert any claims or rights of setoff to or
                  against the Documents or any proceeds thereof.

                  (3) Such Servicer shall return each and every Document
                  previously requested from the Mortgage File to the Custodian
                  when the need therefor no longer exists, unless the Mortgage
                  Loan relating to the Documents has been liquidated and the
                  proceeds thereof have been remitted to the Certificate Account
                  and except as expressly provided in the Agreement.

                  (4) The Documents and any proceeds thereof, including any
                  proceeds of proceeds, coming into the possession or control of
                  such Servicer shall at all times be earmarked for the account
                  of the Custodian, and such Servicer shall keep the Documents
                  and any proceeds separate and distinct from all other property
                  in such Servicer's possession, custody or control.

                                          [Servicer]

                                          By
                                            ---------------------------------


                                       M-2

<PAGE>



                                          Its
                                             ---------------------------------

Date: ____________, 20__



                                       M-3

<PAGE>



                                    EXHIBIT N

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

         THIS SUBSEQUENT TRANSFER AGREEMENT, dated as of [___________, 20__]
(this "Subsequent Transfer Agreement"), among CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor (the
"Depositor"), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, in its
capacity as seller under the Pooling and Servicing Agreement referred to below
(the "Seller"), and JPMORGAN CHASE BANK, a national banking association, as
trustee (the "Trustee");

         WHEREAS, the parties hereto are also among the parties to the Pooling
and Servicing Agreement among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Ocwen Federal Bank FSB, as a servicer, Wilshire Credit
Corporation, as a servicer, DLJ Mortgage Capital, Inc., as seller and JPMorgan
Chase Bank, as trustee, dated as of December 1, 2001 (the "Pooling and Servicing
Agreement"), in relation to the CSFB Mortgage Pass-Through Certificates, Series
2001-S31;

         WHEREAS, Section 2.01(f) of the Pooling and Servicing Agreement
provides for the parties hereto to enter into this Subsequent Transfer Agreement
in accordance with the terms and conditions of the Pooling and Servicing
Agreement;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby acknowledged
the parties hereto agree as follows:

         (i) The "Subsequent Transfer Date" with respect to this Subsequent
 Transfer Agreement shall be [________, 20__].

         (ii) The "Aggregate Subsequent Purchase Amount" with respect to this
Subsequent Transfer Agreement shall be $[___________], provided, however, that
such amount shall not exceed the amount on deposit in the Prefunding Account.

         (iii) The Subsequent Mortgage Loans conveyed on the Subsequent Transfer
Date shall satisfy the pool characteristics for the Trust Fund identified in
Section 2.01(f) of the Pooling and Servicing Agreement.

         (iv) In case any provision of this Subsequent Transfer Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions or obligations shall not in any way be affected or
impaired thereby.

         (v) In the event of any conflict between the provisions of this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the
provisions of the Pooling and Servicing Agreement shall prevail. Capitalized
terms used herein and not otherwise defined have the meanings in the Pooling and
Servicing Agreement.



                                       N-1

<PAGE>



         (vi) The Seller hereby sells, transfers, assigns, sets over and
otherwise conveys to the Trustee for the benefit of the Certificateholders,
without recourse, all right title and interest in the Subsequent Mortgage Loans
identified in Schedule A, including all interest and principal due on or with
respect to such Subsequent Mortgage Loans on or after the Subsequent Cut-off
Date and all interest and principal payments on such Subsequent Mortgage Loans
received prior to the Subsequent Cut-off Date in respect of installments of
interest and principal due thereafter, but not including principal and interest
due on such Subsequent Mortgage Loans prior to the Subsequent Cut-off Date, any
insurance policies in respect of such Subsequent Mortgage Loans and all proceeds
of any of the foregoing.

         (vii) This Subsequent Transfer Agreement shall be governed by, and
shall be construed and enforced in accordance with the laws of the State of New
York.

         (viii) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.



                                      N-2

<PAGE>




         IN WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.

                                          CREDIT SUISSE FIRST BOSTON
                                          MORTGAGE SECURITIES CORP.
                                          as Depositor
                                          By: __________________________
                                          Name:
                                          Title:


                                          DLJ MORTGAGE CAPITAL, INC.,
                                          as Seller
                                          By: ___________________________
                                          Name:
                                          Title:


                                          JPMORGAN CHASE BANK,
                                          not in its individual capacity, but
                                          solely as Trustee
                                          By: ___________________________
                                          Name:
                                          Title:


                                          WILSHIRE CREDIT CORPORATION
                                          as Servicer

                                          By: ____________________________
                                          Name:
                                          Title:


                                          OCWEN FEDERAL BANK FSB
                                          as Servicer

                                          By: ____________________________
                                          Name:
                                          Title:


                                       N-3

<PAGE>




                   Schedule A to Subsequent Transfer Agreement
                       [List of Subsequent Mortgage Loans]




                                       N-4

<PAGE>



                                   EXHIBIT O-1

                        COLLECTION ACCOUNT CERTIFICATION

                                    [ ], 20__

         [Servicer's name] hereby certifies that it has established the account
described below as a Collection Account pursuant to Section 3.05 of the Pooling
and Servicing Agreement, dated as of December 1, 2001, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as a servicer ("Wilshire"), Owen
Federal Bank FSB as a servicer ("Ocwen") and JPMorgan Chase Bank as trustee (The
"Trustee").

Title of Account:   [Servicer's Name], in trust for the Holders of Credit
                    Suisse First Boston Mortgage Securities Corp., CSFB Mortgage
                    Pass-Through Certificates, Series 2001-S31.

Account Number: ______________

Address of officer or branch of the Company at which Account is maintained:


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


                           [Servicer's Name], AS SERVICER

                           By:
                              ---------------------------------

                           Name:
                                -------------------------------

                           Title:
                                 ------------------------------



                                      O-1-1

<PAGE>



                                   EXHIBIT O-2

                       COLLECTION ACCOUNT LETTER AGREEMENT

                                    [ ], 20__

To:
         ---------------------------
         ---------------------------
         ---------------------------

         (The "Depository")

         As Servicer under the Pooling and Servicing Agreement, dated as of
December 1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (The "Trustee") (The "Agreement"),
we hereby authorize and request you to establish an account, as a Collection
Account pursuant to Section 3.05 of the Agreement, to be designated as
"[Servicer's Name], in trust for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., CSFB Mortgage Pass-Through Certificates, Series
2001-S31." All deposits in the account shall be subject to withdrawal therefrom
by order signed by the Servicer. This letter is submitted to you in duplicate.
Please execute and return one original to us.

                                        [Servicer's Name], AS SERVICER


                                        By:
                                           ---------------------------------

                                        Name:
                                             -------------------------------

                                        Title:
                                              ------------------------------

                                        Date:
                                             -------------------------------




                                      O-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").


                                            ---------------------------
                                            Depository


                                            By:
                                               ------------------------

                                            Name:
                                                 ----------------------

                                            Title:
                                                  ---------------------

                                            Date:
                                                 ----------------------



                                      O-2-2

<PAGE>



                                   EXHIBIT P-1

                          ESCROW ACCOUNT CERTIFICATION

                                    [ ], 20__

         [Servicer's Name] hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 3.06 of the Pooling and
Servicing Agreement, dated as of December 1, 2001, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as a servicer ("Wilshire"), Owen
Federal Bank FSB as a servicer ("Ocwen") and JPMorgan Chase Bank as trustee (The
"Trustee").

Title of Account:  "Credit Suisse First Boston Mortgage Securities Corp., CSFB
                   Mortgage Pass-Through Certificates, Series 2001-S31"

Account Number:
                   ---------------------------

Address of officer or branch of the Company at which Account is maintained:


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


                           [Servicer's Name], AS SERVICER

                           By:
                              ---------------------------------

                           Name:
                                -------------------------------

                           Title:
                                 ------------------------------



                                      P-1-1

<PAGE>



                                   EXHIBIT P-2

                         ESCROW ACCOUNT LETTER AGREEMENT

                                    [ ], 20__

To:
         ---------------------------
         ---------------------------
         ---------------------------

         (The "Depository")

         As Servicer under the Pooling and Servicing Agreement, dated as of
December 1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Owen Federal Bank FSB as a servicer
("Ocwen") and JPMorgan Chase Bank as trustee (The "Trustee") (The "Agreement"),
we hereby authorize and request you to establish an account, as an Escrow
Account pursuant to Section 3.06 of the Agreement, to be designated as "Credit
Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-S31" All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.

[SERVICER'S NAME], AS SERVICER

By:
   ---------------------------------

Name:
     -------------------------------

Title:
      ------------------------------

Date:
     -------------------------------


                                      P-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").


---------------------------
Depository

By:
   ------------------------

Name:
     ----------------------

Title:
      ---------------------

Date:
     ----------------------



                                      P-2-2

<PAGE>



                                    EXHIBIT Q

                            MONTHLY REMITTANCE ADVICE

1) Standard CPI Reports:

         T62C-Monthly Accounting Report
         T62E-Liquidation Report
         S50Y-Private Pool Detail Report
         S214-Summary of Paid in Full Collections
         S215-Summary of Collections
         P139-Trial Balance

2) Standard CPI Tape Format:

         PNB Scheduled Balance Tape
         SPNB Determination Diskette/P45K

At such times as [_______________] is no longer the Servicer of the [________]
Mortgage Loans under the Agreement, The Monthly Remittance Advice also shall
include: (i) The aggregate Excess Servicing Fee to be remitted to
[___________________] on the Distribution Date, (ii) The aggregate Prepayment
Penalties collected by the Servicer of such loans during the preceding calendar
month, and (iii) a list of the Mortgage Loans for which Prepayment Penalties are
being remitted (including with respect to each related Mortgage Loan, The loan
number, borrower name and dollar amount of Prepayment Penalties collected for
such Mortgage Loan).



                                       Q-1

<PAGE>



                                    EXHIBIT R

                               CUSTODIAL AGREEMENT



                                       R-1

<PAGE>



                                    EXHIBIT S

                                   FSA POLICY


                                       S-1

<PAGE>


<TABLE>
<CAPTION>
z
                                                              FINANCIAL GUARANTY
                                                                INSURANCE POLICY
FINANCIAL
SECURITY
ASSURANCESM
<S>                                                                                      <C>
Trust: As described in Endorsement No. 1                                                          Policy No.: 51244-N
Certificates:  $200,500,000 CSFB Mortgage Pass-Through Certificates,                     Date of Issuance: 12/27/2001
                                 Series 2001-S31, Class A-2
</TABLE>

         FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for
consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES TO THE
Trustee for the benefit of each Holder, subject only to the terms of this Policy
(which includes each endorsement hereto), the full and complete payment of
Guaranteed Distributions with respect to the Certificates of the Trust referred
to above.

         For the further protection of each Holder, Financial Security
irrevocably and unconditionally guarantees payment of the amount of any
distribution of principal or interest with respect to the Certificates made
during the Term of this Policy to such Holder that is subsequently avoided in
whole or in part as a preference payment under applicable law.

         Payment of any amount required to be paid under this Policy will be
made following receipt by Financial Security of notice as described in
Endorsement No. 1 hereto.

         Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.

         Except to the extent expressly modified by Endorsement No. 1 hereto,
the following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.

         This Policy sets forth in full the undertaking of Financial Security,
and shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment thereto. Except to the
extent expressly modified by an endorsement hereto, the premiums paid in respect
of this Policy are nonrefundable for any reason whatsoever. This Policy may not
be canceled or revoked during the Term of this Policy. An acceleration payment
shall not be due under this Policy unless such acceleration is at the sole
option of Financial Security. THIS POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW
YORK INSURANCE LAW.

         In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

                                          FINANCIAL SECURITY ASSURANCE INC.


                                          By
                                            -----------------------------------
                                                   AUTHORIZED OFFICER

A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y.  10022-6022                     (212) 826-0100
Form 101NY (5/89)

                                       S-2

<PAGE>


Policy No.: 51224-N                      Date of Issuance:  December 27, 2001

                              ENDORSEMENT NO. 1 TO
                       FINANCIAL GUARANTY INSURANCE POLICY

FINANCIAL SECURITY                                            350 Park Avenue
ASSURANCE INC.                                       New York, New York 10022


TRUST:              The Trust created by the Pooling and Servicing Agreement,
                    dated as of December 1, 2001 among Credit Suisse First
                    Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage
                    Capital, Inc., as Seller, Wilshire Credit Corporation, as
                    Servicer, Ocwen Federal Bank FSB, as Servicer, and JP Morgan
                    Chase Bank, as Trustee

CERTIFICATES:       $200,500,000 CSFB Mortgage Pass-Through Certificates, Series
                    2001-S31, Class A-2 Certificates

Policy No.:         51224-N

Date of Issuance:   December 27, 2001


        1.     DEFINITIONS.  For all purposes of this Policy, the terms
specified below shall have the meanings or constructions provided below. Terms
used herein and not otherwise defined herein shall have the meanings provided in
the Pooling and Servicing Agreement unless the context shall otherwise require.

        "BUSINESS DAY" means any day other than (i) a Saturday or Sunday, or
(ii) a day on which banking institutions in New York City are authorized or
obligated by law, executive order or governmental decree to be closed.

        "GUARANTEED DISTRIBUTIONS" means, with respect to each Distribution
Date, the distribution to be made to Holders in an aggregate amount equal to (i)
with respect to any Distribution Date, the amount, if any, by which the amount
available to be distributed to the Class A-2 Certificates pursuant to priority
set forth in the Pooling and Servicing Agreement, is less than the Current
Interest and Carryforward Interest plus any Interest Shortfalls, in each case
allocable to the Class A-2 Certificates and (ii) to the extent unpaid on the
Final Scheduled Distribution Date, after payment of all other amounts due to the
Class A-2 Certificates, any remaining Class Principal Balance of the Class A-2
Certificates, in each case in accordance with the original terms of the
Certificates when issued and without regard to any amendment or modification of
the Certificates or the Pooling and Servicing Agreement except amendments or
modifications to which Financial Security has given its prior written consent.
Guaranteed Distributions shall not include, nor shall coverage be provided under
this Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority due in connection with the payment of any Guaranteed
Distribution to a Holder.

        "POLICY" means this Financial Guaranty Insurance Policy and includes
each endorsement thereto.

         "POOLING AND SERVICING AGREEMENT" means the Pooling and Servicing
Agreement dated as of December 1, 2001 among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor,

                                       S-3

<PAGE>


Policy No.: 51224-N                      Date of Issuance:  December 27, 2001

DLJ Mortgage Capital, Inc., as Seller, Wilshire Credit Corporation, as Servicer,
Ocwen Federal Bank FSB, as Servicer, and JP Morgan Chase Bank, as Trustee, as
amended from time to time with the consent of Financial Security.

        "RECEIPT" and "RECEIVED" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York
City time, on a Business Day; delivery either on a day that is not a Business
Day, or after 12:00 noon, New York City time, shall be deemed to be receipt on
the next succeeding Business Day. If any notice or certificate given hereunder
by the Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received, and Financial Security
or its Fiscal Agent shall promptly so advise the Trustee and the Trustee may
submit an amended notice.

        "TERM OF THIS POLICY" means the period from and including the Date of
Issuance to and including the date on which (i) the Certificate Balances of all
of the Certificates is zero, (ii) any period during which any payment on the
Certificates could have been avoided in whole or in part as a preference payment
under applicable bankruptcy, insolvency, receivership or similar law has
expired, and (iii) if any proceedings requisite to avoidance as a preference
payment have been commenced prior to the occurrence of (i) and (ii), a final and
nonappealable order in resolution of each such proceeding has been entered.

        "TRUSTEE" means JP Morgan Chase Bank, in its capacity as Trustee under
the Pooling and Servicing Agreement and any successor in such capacity.

        2. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF GUARANTEED
DISTRIBUTIONS. Following Receipt by Financial Security of a notice and
certificate from the Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the third Business Day
following such Receipt; and (b) 12:00 noon, New York City time, on the
Distribution Date to which such claim relates. Payments due hereunder in respect
of Guaranteed Distributions will be disbursed by wire transfer of immediately
available funds to the FSA Account established pursuant to the Pooling and
Servicing Agreement or, if no such FSA Account has been established, to the
Trustee.

        Financial Security shall be entitled to pay any amount hereunder in
respect of Guaranteed Distributions, including any acceleration payment, whether
or not any notice and certificate shall have been Received by Financial Security
as provided above, provided, however, that by acceptance of this Policy the
Trustee agrees to provide to Financial Security, upon Financial Security's
request to the Trustee, a notice and certificate in respect of any such payments
made by Financial Security. Financial Security shall be entitled to pay
principal hereunder on an accelerated basis if Financial Security shall so elect
in its sole discretion, at any time or from time to time, in whole or in part,
at an earlier Distribution Date than provided in the definition of "Guaranteed
Distributions," if such principal would have been payable under the Fooling and
Servicing Agreement were funds sufficient to make such payment available to the
Trustee for such purpose. Guaranteed Distributions insured hereunder shall not
include interest, in respect of principal paid hereunder on an accelerated
basis, accruing from after the date of such payment of principal. Financial
Security's obligations hereunder in respect of Guaranteed Distributions shall be
discharged to the extent funds are disbursed by Financial Security as provided
herein whether or not such funds are properly applied by the Trustee.

                                       S-4

<PAGE>


Policy No.: 51224-N                        Date of Issuance:  December 27, 2001

        3. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF GUARANTEED
DISTRIBUTIONS AVOIDED AS PREFERENCE PAYMENTS. If any Guaranteed Distribution is
avoided as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law, Financial Security will pay such amount out of the
funds of Financial Security on the later of (a) the date when due to be paid
pursuant to the Order referred to below or (b) the first to occur of (i) the
fourth Business Day following Receipt by Financial Security from the Trustee of
(A) a certified copy of the order of the court or other governmental body which
exercised jurisdiction to the effect that the Holder is required to return
principal or interest distributed with respect to the Certificates during the
Term Of This Policy because such distributions were avoidable as preference
payments under applicable bankruptcy law (the "Order"), (B) a certificate of the
Holder that the Order has been entered and is not subject to any stay and (C) an
assignment duly executed and delivered by the Holder, in such form as is
reasonable required by Financial Security and provided to the Holder by
Financial Security, irrevocably assigning to Financial Security all rights and
claims of the Holder relating to or arising under the Certificates against the
debtor which made such preference payment or other respect to such preference
payment or (ii) the date of Receipt by Financial Security from the Trustee of
the items referred to in clauses (A), (B) and (C) above if, at least four
business days prior to such date of Receipt, Financial Security shall have
received written notice Trustee that such items were to be delivered on such
date and such date was specified in such notice. Such payment shall be disbursed
to the receiver, conservator, debtor-in-possession or trustee in bankruptcy
named in the Order and not to the Trustee or any Holder directly (unless a
Holder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
such payment shall be disbursed to the Trustee for distribution to such Holder
upon proof of such payment reasonably satisfactory to Financial Security). In
connection with the foregoing, Financial Security shall have the right provided
pursuant to Section 4.11 of the Pooling and Servicing Agreement.

        4.     GOVERNING LAW.  This Policy shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.

        5. FISCAL AGENT. At any time during the Term of This Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial
Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.

        6. WAIVER OF DEFENSES. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and


                                       S-5

<PAGE>


Policy No.: 51224-N                         Date of Issuance:  December 27, 2001

defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.

        7.     NOTICES.  All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention:  -Managing Director-Transaction Oversight
Re: CSFB ABS Trust Series 2001-S31
Policy No.: 51224-N
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.

        8.     PRIORITIES.  In the event any term or provision of the face of
this Policy is inconsistent with the provisions of this Endorsement, the
provisions of this Endorsement shall take precedence and shall be binding.

        9. EXCLUSIONS FROM INSURANCE GUARANTY FUNDS. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part H of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.

        10.    SURRENDER OF POLICY.  The Trustee shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of This Policy.



                                       S-6

<PAGE>


Policy No.: 51224-N                        Date of Issuance:  December 27, 2001

        IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. to be executed by its Authorized Officer.

                                             FINANCIAL SECURITY ASSURANCE INC.


                                             By:
                                                ------------------------------
                                                     Authorized Officer



                                       S-7

<PAGE>


Policy No.: 51224-N                        Date of Issuance:  December 27, 2001

                                                                       EXHIBIT A
                                                                TO ENDORSEMENT 1


                         NOTICE OF CLAIM AND CERTIFICATE

                             (Letterhead of Trustee)

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022

        Re: CSFB ABS Trust Series 2001-S31

        The undersigned, a duly authorized officer of JP Morgan Chase Bank (the
"Trustee"), hereby certifies to Financial Security Assurance Inc. ("Financial
Security"), with reference to Financial Guaranty Insurance Policy No 51224-N
dated December 27, 2001 (the "Policy") issued by Financial Security in respect
of the CSFB Mortgage Pass-Through Certificates, Series 2001-S31 (the
"Certificates"), that

               (i) The Trustee is the Trustee for the Holders under the Pooling
and Servicing Agreement.

               (ii) The sum of all amounts (or scheduled to be on deposit) in
the Certificate Account and available for distribution to the Holders pursuant
to the Pooling and Servicing Agreement will be $ (the "Shortfall") less than the
Guaranteed Distributions with respect to the [DISTRIBUTION DATE].

               (iii) The Trustee is making a claim under the Policy for the
Shortfall to be applied to distributions of principal or interest or both with
respect to the Certificates

               (iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the same
directly to the payment of Guaranteed Distributions on the Certificates when
due; (b) not apply such funds for any other purpose; (c) not commingle such
funds with other held by the Trustee and (d) maintain an accurate record of such
payments with respect to each Certificate and the corresponding claim on the
Policy and proceeds thereof and, if the Certificate is required to be
surrendered or presented for such payment, shall stamp on each such Certificate
the legend $"[insert applicable amount] paid by Financial Security and the
balance hereof has been cancelled and reissued" and then shall deliver such
Certificate to Financial Security.

               (v) The Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the Certificates to
the extent of any payments under the Policy, including, without limitation, any
amounts due to the Holder in respect of securities law violations arising from
the offer and sale of the Certificates. The foregoing assignment is in addition
to, and not in limitation of, rights of subrogation otherwise available to
Financial Security in respect of such payments. The Trustee shall take such
action and deliver such instruments as may be reasonably. requested or required
by Financial Security to effectuate the purpose or provisions of this clause
(v).

                                      S-A-1

<PAGE>


Policy No.: 51224-N                      Date of Issuance:  December 27, 2001


               (vi) The Trustee, on its behalf and on behalf of the Holders,
hereby appoints Financial Security as agent and attorney-in-fact for the Trustee
and each such Holder in any legal proceeding with respect to the Certificates.
The Trustee hereby agrees that, so long as a Financial Security Default (as
defined in the Pooling and Servicing Agreement) shall not exist, Financial
Security may at any time during the continuation of any proceeding by or against
the Issuer under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding, including without limitation; (A) all matters relating to any claim
in connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any distribution made with respect to the Certificates
(a "Preference Claim"), (B) the direction of any appeal of any order relating to
any Preference Claim, at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement and (C) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition,
the Trustee hereby agrees that Financial Security shall be subrogated to, and
the Trustee on its behalf and on behalf of each Holder, hereby delegates and
assigns, to the fullest extent permitted by law, the rights of the Trustee and
each Holder in the conduct of any Insolvency Proceeding, including, without
limitation, all rights of any party to an adversary proceeding or action with
respect to any court order issued in connection with any such Insolvency
Proceeding.

               (vii)   Payment should be made by wire transfer directed to the
FSA Account.

        Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.

        IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the ______ day of ___________, 20_.

                                             JP MORGAN CHASE BANK, as Trustee,


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

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


For Financial Security or Fiscal Agent Use Only

Wire transfer sent on ___________ by ___________________

Confirmation Number ____________



                                      S-A-2

<PAGE>



                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                            (Available Upon Request)


                                       I-1

<PAGE>



                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

        (i)    The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation;

        (ii) The Seller has full corporate power to own its property, to carry
on its business as presently conducted and to enter into and perform its
obligations under this Agreement;

        (iii) The execution and delivery by the Seller of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Seller; and neither the execution and delivery of this Agreement, nor the
consummation of the transactions herein contemplated hereby, nor compliance with
the provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Seller or its properties or
the certificate of incorporation or by-laws of the Seller, except those
conflicts, breaches or defaults which would not reasonably be expected to have a
material adverse effect on the Seller's ability to enter into this Agreement and
to consummate the transactions contemplated hereby;

        (iv) The execution, delivery and performance by the Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, The giving of notice to, The registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

        (v) this Agreement has been duly executed and delivered by the Seller
and, assuming due authorization, execution and delivery by the Trustee, The
Servicers and the Depositor, constitutes a valid and binding obligation of the
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally); and

        (vi) there are no actions, litigation, suits or proceedings pending or
to the knowledge of the Seller, threatened against the Seller before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect
the transactions contemplated by this Agreement.


                                      II-1

<PAGE>



                                  SCHEDULE IIIA

                     WILSHIRE REPRESENTATIONS AND WARRANTIES

        (i)    Wilshire is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation;

        (ii) Wilshire has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

        (iii) The execution and deliver by Wilshire of this Agreement have been
duly authorized by all necessary corporate action on the part of Wilshire; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Wilshire or its properties or the
certificate of incorporation or bylaws of Wilshire, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on Wilshire ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

        (iv) this Agreement has been duly executed and delivered by Wilshire
and, assuming due authorization, execution and delivery by the Trustee, The
Seller and the Depositor, constitutes a valid and binding obligation of Wilshire
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and

        (v) there are no actions, litigation, suits or proceedings pending or to
the knowledge of Wilshire, threatened against Wilshire before or by any court,
administrative agency, arbitrator or governmental body (a) with respect to any
of the transactions contemplated by this Agreement or (b) with respect to any
other matter which in the judgment of Wilshire if determined adversely to
Wilshire would reasonably be expected to materially and adversely affect
Wilshire's ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and Wilshire is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.


                                     IIIA-1

<PAGE>



                                  SCHEDULE IIIB

                      OCWEN REPRESENTATIONS AND WARRANTIES

        (i) Ocwen is a federal savings bank duly organized, validly existing and
in good standing under the laws of the United States;

        (ii) Ocwen has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

        (iii) The execution and deliver by Ocwen of this Agreement have been
duly authorized by all necessary corporate action on the part of Ocwen; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Ocwen or its properties or the charter or
bylaws of Ocwen, except those conflicts, breaches or defaults which would not
reasonably be expected to have a material adverse effect on Ocwen's ability to
enter into this Agreement and to consummate the transactions contemplated
hereby;

        (iv) this Agreement has been duly executed and delivered by Ocwen and,
assuming due authorization, execution and delivery by the Trustee, the Seller,
Wilshire and the Depositor, constitutes a valid and binding obligation of Ocwen
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally ) and general principles of equity, whether
enforcement is sought in a proceeding in equity or at law); and

        (v) there are no actions, litigation, suits or proceedings pending or to
the knowledge of Ocwen, threatened against Ocwen before or by any court,
administrative agency, arbitrator or governmental body (a) with respect to any
of the transactions contemplated by this Agreement or (b) with respect to any
other matter which in the judgment of Ocwen if determined adversely to Ocwen
would reasonably be expected to materially and adversely affect Ocwen's ability
to perform its obligations under this Agreement, other than as Ocwen has
previously advised Seller; and Ocwen is not in default with respect to any order
of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement.


                                     IIIB-1

<PAGE>



                                   SCHEDULE IV

          REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS

        (i) The Seller or its affiliate is the sole owner of record and holder
of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.
Immediately prior to the transfer and assignment to the Depositor on the Closing
Date, The Mortgage Loan, including the Mortgage Note and the Mortgage, were not
subject to an assignment or pledge, and the Seller had good and marketable title
to and was the sole owner thereof and had full right to transfer and sell the
Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party,
to sell and assign the Mortgage Loan and following the sale of the Mortgage
Loan, The Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.

        (ii) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects.

        (iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Depositor. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule; The substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Insurance Policy and title
insurance policy, to the extent required by the related policies.

        (iv) The Mortgage Loan complies with all the terms, conditions and
requirements of the originator's underwriting standards in effect at the time of
origination of such Mortgage Loan.

        (v) The information set forth in the Mortgage Loan Schedule, attached to
the Agreement as Schedule I, is complete, true and correct in all material
respects as of the Cut-off Date.

        (vi) With respect to any First Mortgage Loan, The related Mortgage is a
valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any Second Mortgage Loan, The related Mortgage is
a valid, subsisting, enforceable and perfected second lien on the Mortgaged
Property, all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed
to such buildings, and all additions, alterations and replacements made at any
time with respect to the foregoing securing the Mortgage Note's original
principal balance. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right thereto. Such lien
is free and clear of all adverse claims, liens and encumbrances having priority
over the first or second lien, as applicable, of the Mortgage subject only to
(1) with respect to any Second Mortgage Loan, The related First Mortgage Loan,
(2) The lien of non-delinquent current real property taxes and assessments not
yet due and payable, (3) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
which are acceptable to mortgage lending

                                      IV-1

<PAGE>



institutions generally and either (A) which are referred to or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or (B)
which do not adversely affect the appraised value of the Mortgaged Property as
set forth in such appraisal, and (4) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates (1) with respect to any First Mortgage
Loan, a valid, subsisting, enforceable and perfected first lien and first
priority security interest and (2) with respect to any second lien Mortgage
Loan, a valid, subsisting, enforceable and perfected second lien and second
priority security interest, in each case, on the property described therein, and
the Seller has the full right to sell and assign the same to the Depositor.

        (vii) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage.

        (viii) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable.

        (ix) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, The
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto.

        (x) The Mortgaged Property is not subject to any material damage by
waste, fire, earthquake, windstorm, flood or other casualty. At origination of
the Mortgage Loan there was, and there currently is, no proceeding pending for
the total or partial condemnation of the Mortgaged Property.

        (xi) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances.

        (xii) Seller has delivered or caused to be delivered to the Trustee or
the Custodian on behalf of the Trustee the original Mortgage bearing evidence
that such instruments have been recorded in the appropriate jurisdiction where
the Mortgaged Property is located as determined by the Seller (or, in lieu of
the original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from the Seller or the settlement agent who handled the
closing of the Mortgage Loan, certifying that such copy or copies represent true
and correct copy(ies) of the original(s) and that such original(s) have been or
are currently submitted to be recorded in the appropriate governmental


                                      IV-2

<PAGE>



recording office of the jurisdiction where the Mortgaged Property is located) or
a certification or receipt of the recording authority evidencing the same.

        (xiii) The Mortgage File contains each of the documents specified in
Section 2.01(b) of the Agreement.

        (xiv) As of the Closing Date, each Mortgage Loan shall be serviced in
all material respects in accordance with the terms of the Agreement.

        (xv) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in this Agreement. All such standard hazard policies are
in full force and effect and on the date of origination contained a standard
mortgagee clause naming the Seller and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have
been paid. If at the time of origination, The Mortgage Loan was required to have
flood insurance coverage in accordance with the Flood Disaster Protection Act of
1973, as amended, such Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements, as well as
all additional requirements set forth in this Agreement. Such policy was issued
by an insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor.

        (xvi) With respect to a First or Second Mortgage Loan, The Mortgage
creates a first or second lien or a first or second priority ownership interest
in an estate in fee simple in real property securing the related Mortgage Note.

        (xvii) As of the Cut-off Date, no Mortgage Loan is (a) a non-performing
loan (i.e. a mortgage loan that is more than 90 days delinquent); (b) a
re-performing loan (i.e. a mortgage loan that was more than 90 days delinquent
within the twelve month period preceding the Cut-off Date but is contractually
current); or (c) a sub-performing loan (i.e. a mortgage loan that is at least 30
days delinquent but subject to a payment plan or agreement pursuant to which the
Mortgagor is contractually current).

        (xviii)With respect to the First Mortgage Loans in Group II included in
the Trust Fund, none of such First Mortgage Loans have a related Second Mortgage
Loan included in the Trust Fund.

        (xix) The Mortgage Note and the related Mortgage are original and
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in all respects in accordance with its terms subject to
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application affecting the rights of creditors and by general equitable
principles.


                                      IV-3

<PAGE>


                                   SCHEDULE V

                           CLASS A-IO NOTIONAL AMOUNT



                                        CLASS A-IO NOTIONAL
      DISTRIBUTION DATE                      AMOUNT ($)
 -----------------------------        ------------------------
 January 2002                            195,300,000.00
 February 2002                           180,900,000.00
 March 2002                              167,500,000.00
 April 2002                              155,000,000.00
 May 2002                                143,600,000.00
 June 2002                               132,900,000.00
 July 2002                               123,000,000.00
 August 2002                             114,000,000.00
 September 2002                          105,500,000.00
 October 2002                             97,700,000.00
 November 2002                            90,400,000.00
 December 2002                            83,800,000.00
 January 2003                             77,600,000.00
 February 2003                            71,800,000.00
 March 2003                               66,400,000.00
 April 2003                               61,600,000.00
 May 2003                                 57,000,000.00
 June 2003                                52,700,000.00
 July 2003                                48,900,000.00
 August 2003                              45,300,000.00
 September 2003                           41,800,000.00
 October 2003                             38,700,000.00
 November 2003                            35,900,000.00
 December 2003                            33,200,000.00
 January 2004                             30,700,000.00
 February 2004                            28,400,000.00
 March 2004                               26,400,000.00
 April 2004                               24,400,000.00
 May 2004                                 22,600,000.00
 June 2004                                21,000,000.00
 July 2004 and thereafter                          0.00


                                       V-1