<PAGE>


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

                          ABN AMRO MORTGAGE CORPORATION

                                    Depositor

                                       and

                          ABN AMRO MORTGAGE GROUP, INC.

                                    Servicer

                                       and

                               JPMORGAN CHASE BANK

                                     Trustee

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


                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2001



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



                                 $1,508,878,376

                       Mortgage Pass-Through Certificates

                                  SERIES 2001-8


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


<PAGE>

                                        TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page

                                            ARTICLE I

                                           DEFINITIONS

                                           ARTICLE II

                                    CONVEYANCE OF TRUST FUND;
                                ORIGINAL ISSUANCE OF CERTIFICATES

<S>           <C>                                                                                      <C>
Section 2.1    Conveyance of Trust Fund.................................................................76
Section 2.2    Acceptance by Trustee....................................................................80
Section 2.3    Representations and Warranties of the Depositor..........................................82
Section 2.4    Authentication and Delivery of Certificates; Designation of Certificates
               as REMIC Regular and Residual Interests..................................................86
Section 2.5    Designation of Startup Day...............................................................90
Section 2.6    No Contributions.........................................................................90
Section 2.7    Representations and Warranties of the Servicer...........................................90

                                           ARTICLE III

                              ADMINISTRATION AND SERVICING OF LOANS

Section 3.1    Servicer to Act as Servicer; Administration of the Loans.................................91
Section 3.2    Collection of Certain Loan Payments; Custodial Account for P&I...........................94
Section 3.3    Permitted Withdrawals from the Custodial Account for P&I.................................96
Section 3.4    Taxes, Assessments and Similar Items; Escrow Accounts....................................98
Section 3.5    Maintenance of Insurance.................................................................98
Section 3.6    Enforcement of Due-on-Sale Clauses; Assumption and Substitution
               Agreements..............................................................................100
Section 3.7    Realization upon Defaulted Loans........................................................101
Section 3.8    Trustee to Cooperate; Release of Mortgage Files.........................................103
Section 3.9    Servicing Compensation..................................................................104
Section 3.10   Reports to the Trustee; Custodial Account for P&I Statements............................104
Section 3.11   Annual Statement as to Compliance.......................................................105
Section 3.12   Annual Independent Public Accountants' Servicing Report.................................105
Section 3.13   Access to Certain Documentation and Information Regarding the Loans.....................105
Section 3.14   [Reserved]..............................................................................105
</TABLE>



                                        i

<PAGE>

<TABLE>
<CAPTION>
<S>           <C>                                                                                     <C>
Section 3.15   Sale of Defaulted Loans and REO Properties..............................................106
Section 3.16   Delegation of Duties....................................................................107
Section 3.17   [Reserved]..............................................................................107
Section 3.18   [Reserved]..............................................................................107
Section 3.19   Appointment of a Special Servicer.......................................................107
Section 3.20   Allocation of Realized Losses...........................................................108

                                           ARTICLE IV

                            PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
                                     STATEMENTS AND REPORTS

Section 4.1    Distributions to Certificateholders.....................................................112
Section 4.2    Statements to Certificateholders........................................................113
Section 4.3    Advances by the Servicer; Distribution Reports to the Trustee...........................115
Section 4.4    Nonrecoverable Advances.................................................................116
Section 4.5    Foreclosure Reports.....................................................................116
Section 4.6    Adjustment of Servicing Fees with Respect to Payoffs....................................117
Section 4.7    Prohibited Transactions Taxes and Other Taxes...........................................117
Section 4.8    Tax Administration......................................................................118
Section 4.9    Equal Status of Servicing Fee...........................................................118
Section 4.10   Appointment of Paying Agent and Certificate Administrator...............................118

                                            ARTICLE V

                                        THE CERTIFICATES

Section 5.1    The Certificates........................................................................119
Section 5.2    Certificates Issuable in Classes; Distributions of Principal and Interest;
               Authorized Denominations................................................................125
Section 5.3    Registration of Transfer and Exchange of Certificates...................................126
Section 5.4    Mutilated, Destroyed, Lost or Stolen Certificates.......................................127
Section 5.5    Persons Deemed Owners...................................................................127
Section 5.6    Temporary Certificates..................................................................127
Section 5.7    Book-Entry for Book-Entry Certificates..................................................128
Section 5.8    Notices to Clearing Agency..............................................................129
Section 5.9    Definitive Certificates.................................................................129
Section 5.10   Office for Transfer of Certificates.....................................................130

                                           ARTICLE VI

                                 THE DEPOSITOR AND THE SERVICER
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>                                                                                     <C>
Section 6.1    Liability of the Depositor and the Servicer.............................................130
Section 6.2    Merger or Consolidation of the Depositor or the Servicer................................130
Section 6.3    Limitation on Liability of the Servicer and Others......................................130
Section 6.4    Servicer Not to Resign..................................................................131

                                           ARTICLE VII

                                             DEFAULT

Section 7.1    Events of Default.......................................................................132
Section 7.2    Other Remedies of Trustee...............................................................133
Section 7.3    Directions by Certificateholders and Duties of Trustee During Event of
               Default.................................................................................134
Section 7.4    Action upon Certain Failures of Servicer and upon Event of Default......................134
Section 7.5    Appointment of Successor Servicer.......................................................134
Section 7.6    Notification to Certificateholders......................................................136

                                          ARTICLE VIII

                                     CONCERNING THE TRUSTEE

Section 8.1    Duties of Trustee.......................................................................136
Section 8.2    Certain Matters Affecting Trustee.......................................................138
Section 8.3    Trustee Not Required to Make Investigation..............................................139
Section 8.4    Trustee Not Liable for Certificates or Loans............................................139
Section 8.5    Trustee May Own Certificates............................................................140
Section 8.6    Servicer to Pay Trustee's Fees and Expenses.............................................140
Section 8.7    Eligibility Requirements for Trustee....................................................141
Section 8.8    Resignation and Removal of Trustee......................................................141
Section 8.9    Successor Trustee.......................................................................142
Section 8.10   Merger or Consolidation of Trustee......................................................142
Section 8.11   Appointment of Co-Trustee or Separate Trustee...........................................142
Section 8.12   Appointment of Custodians...............................................................143
Section 8.13   Authenticating Agent....................................................................144
Section 8.14   Bloomberg...............................................................................145
Section 8.15   Reports to Securities and Exchange Commission...........................................145
Section 8.16   Calculation of LIBOR....................................................................145

                                           ARTICLE IX

                                           TERMINATION

Section 9.1    Termination upon Purchase by the Depositor or Liquidation of All Loans..................146
Section 9.2    Trusts Irrevocable......................................................................148
Section 9.3    Additional Termination Requirements.....................................................148
</TABLE>



                                       iii

<PAGE>

<TABLE>
<CAPTION>
<S>           <C>                                                                                     <C>
                                            ARTICLE X

                                    MISCELLANEOUS PROVISIONS

Section 10.1   Amendment...............................................................................148
Section 10.2   Recordation of Agreement................................................................150
Section 10.3   Limitation on Rights of Certificateholders..............................................150
Section 10.4   Governing Law; Jurisdiction.............................................................151
Section 10.5   Notices.................................................................................151
Section 10.6   Severability of Provisions..............................................................152


                                            EXHIBITS

Exhibit A      -     Forms of Certificates
Exhibit B      -     Form of Residual Certificate
Exhibit C      -     [Reserved]
Exhibit D      -     Schedule of Loans
Exhibit E      -     Fields of Loan Information
Exhibit F      -     Form of Transferor Certificate for Privately Offered Certificates
Exhibit G      -     Form of Transferee Certificate for Privately Offered Certificates
Exhibit H      -     [Reserved]
Exhibit I      -     Form of Transferor Certificate
Exhibit J      -     Form of Transferee Affidavit and Agreement
Exhibit K      -     Form of Additional Matter Incorporated into the Form of the Certificates

Exhibit L      -     Form of Rule 144A Investment Representation
Exhibit M      -     [Reserved]
Exhibit N      -     [Reserved]
Exhibit O      -     [Reserved]
Exhibit P      -     Targeted Principal Balances
Exhibit Q      -     Bloomberg Data
Exhibit R      -     Form of Special Servicing Agreement
</TABLE>



                                       iv


<PAGE>



         This Pooling and Servicing Agreement, dated and effective as of
December 1, 2001 (this "Agreement"), is executed by and among ABN AMRO Mortgage
Corporation, as depositor (the "Depositor"), ABN AMRO Mortgage Group, Inc., as
servicer (the "Servicer"), and JPMorgan Chase Bank, as trustee (the "Trustee").
Capitalized terms used in this Agreement and not otherwise defined have the
meanings ascribed to such terms in Article I hereof.

                              PRELIMINARY STATEMENT

         The Depositor at the Closing Date is the owner of the Loans and the
other property being conveyed by it to the Trustee for inclusion in the Trust
Fund. On the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund as consideration for its transfer to the Trust Fund of the Loans and
certain other assets and will be the owner of the Certificates. The Depositor
has duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Trustee of the Loans and the issuance to the Depositor of
the Certificates representing in the aggregate the entire beneficial ownership
of the Trust Fund. All covenants and agreements made by the Depositor, the
Servicer and the Trustee herein with respect to the Loans and the other property
constituting the Trust Fund are for the benefit of the Holders from time to time
of the Certificates. The Depositor and the Servicer are entering into this
Agreement, and the Trustee is accepting the trust created hereby, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

         The Certificates issued hereunder, other than the Class 1B-3, Class
1B-4, Class 1B-5, Class 2B-3, Class 2B-4 and Class 2B-5 Certificates have been
offered for sale pursuant to a Prospectus, dated December 10, 2001, and a
Prospectus Supplement, dated December 21, 2001 of the Depositor (together, the
"Prospectus"). The Class 1B-3, Class 1B-4, Class 1B-5, Class 2B-3, Class 2B-4
and Class 2B-5 Certificates have been offered for sale pursuant to a Private
Placement Memorandum, dated December 21, 2001. The Trust Fund created hereunder
is intended to be the "Trust" as described in the Prospectus and the Private
Placement Memorandum and the Certificates are intended to be the "Certificates"
described therein.

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Loans and other related assets in the Trust Fund
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." Component R-1 of the
Class R Certificate will represent the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions under federal income tax law.

         As provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC II". Component R-2 of the Class R Certificate will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designations, the Remittance Rate and initial Class Principal Balance for each
Class of Certificates which, together with the Class R-2 Component, constitute
the entire beneficial interests in REMIC II. Determined


                                        1

<PAGE>

solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests and for each Class of Certificates shall be (i) with respect
to the Class A and Subordinate Certificates, the first Distribution Date that is
at least two years after the end of the remaining amortization schedule of the
Loan in the related Loan Group or Loan Groups that has, as of the Closing Date,
the longest remaining amortization schedule, irrespective of its scheduled
maturity, and (ii) with respect to the Class R Certificate, the first
Distribution Date that is at least two years after the end of the remaining
amortization schedule of the Loan in the Mortgage Pool that has, as of the
Closing Date, the longest remaining amortization schedule, irrespective of its
scheduled maturity. The following table sets forth the designation, Remittance
Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for
each Class of Certificates comprising the beneficial interests in REMIC II and
the Class R Certificate:

                                       Initial Class               Last
                                         Principal              Scheduled
                      Remittance        or Notional            Distribution
  Designation          Rate (1)           Balance                 Date*
  -----------         ----------         ---------              ----------
Class IA-1              6.50%            $150,000,000        January 25, 2032
Class IA-2              6.25%             100,000,000        January 25, 2032
Class IA-3           Variable(2)           50,000,000        January 25, 2032
Class IA-4           Variable(3)           50,000,000        January 25, 2032
Class IA-5              6.75%              38,632,000        January 25, 2032
Class IA-6              6.75%              30,000,000        January 25, 2032
Class IA-7              6.75%(4)           42,500,000        January 25, 2032
Class IIA-1             6.50%             111,500,000        January 25, 2032
Class IIA-2             6.50%              29,869,000        January 25, 2032
Class IIA-3             6.50%(5)           17,400,000        January 25, 2032
Class IIA-4             6.50%              10,000,000        January 25, 2032
Class IIIA-1            6.50%             100,000,000        January 25, 2032
Class IIIA-2            6.50%              16,140,000        January 25, 2032
Class IIIA-3            6.50%               9,204,000        January 25, 2032
Class IIIA-4            6.50%(6)           17,500,000        January 25, 2032
Class IVA-1             6.25%             175,000,000        January 25, 2032
Class IVA-2             6.00%              90,000,000        January 25, 2032
Class IVA-3          Variable(7)           50,000,000        January 25, 2032
Class IVA-4          Variable(8)           50,000,000        January 25, 2032
Class IVA-5             6.50%              18,268,000        January 25, 2032
Class IVA-6             6.50%              28,123,000        January 25, 2032
Class IVA-8             6.50%(9)           53,000,000        January 25, 2032
Class IVA-9             6.00%              10,000,000        January 25, 2032
Class IVA-10            6.00%              12,500,000        January 25, 2032
Class VA-1              6.25%              25,000,000        January 25, 2017
Class VA-2              6.50%              88,854,000        January 25, 2017
Class VA-3              6.50%(10)              85,738        January 25, 2017




                                        2


<PAGE>

                                       Initial Class               Last
                                         Principal              Scheduled
                      Remittance        or Notional            Distribution
  Designation          Rate (1)           Balance                 Date*
  -----------         ----------         ---------              ----------
Class VIA-1             6.00%              68,549,000        January 25, 2017
Class VIA-2             6.25%              68,549,000        January 25, 2017
Class 1A-P              0.00%(11)           4,064,339        January 25, 2032
Class 2A-P              0.00%(12)           3,477,237        January 25, 2017
Class 1A-X               (13)              31,699,357        January 25, 2032
Class 2A-X               (14)               3,828,585        January 25, 2017
Class 1M                 (15)              18,630,000        January 25, 2032
Class 2M               Variable(16)         1,936,000        January 25, 2017
Class 1B-1               (17)               7,523,000        January 25, 2032
Class 1B-2               (18)               5,604,000        January 25, 2032
Class 1B-3               (19)               2,410,000        January 25, 2032
Class 1B-4               (20)               2,490,000        January 25, 2032
Class 1B-5               (21)               2,499,285        January 25, 2032
Class 2B-1             Variable(16)           645,000        January 25, 2017
Class 2B-2             Variable(16)           515,000        January 25, 2017
Class 2B-3             Variable(16)           257,000        January 25, 2017
Class 2B-4             Variable(16)           257,000        January 25, 2017
Class 2B-5             Variable(16)           265,414        January 25, 2017
Class 1A-7               (22)              42,717,000        January 25, 2032
Class R+                6.75%                  100(23)       January 25, 2032

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

*        The Distribution Date in the month after the maturity date for the
         latest maturing Loan.

+        The Class R Certificate is entitled to receive the Residual
         Distribution Amount and Excess Liquidation Proceeds.

(1)      Interest distributed to the Certificates (other than the Principal Only
         Components) on each Distribution Date will have accrued during the
         preceding calendar month at the applicable per annum Remittance Rate.

(2)      Interest will accrue on the Class IA-3 Certificates at an initial
         interest rate of 2.75% and after the first Distribution Date at a rate
         per annum of 0.65% above LIBOR, determined monthly as described herein,
         subject to a maximum rate of 8.50% and a minimum rate of 0.65%.

(3)      Interest will accrue on the Class IA-4 Certificates at an initial
         interest rate of 5.75% and after the first Distribution Date at a rate
         per annum of 7.85% minus LIBOR, determined monthly as described
         herein, subject to a maximum rate of 7.85% and a minimum rate of
         0.00%. The Class IA-4 Certificates will accrue interest on the Class
         IA-4 Notional Amount (as defined herein).

(4)      The Class IA-7 Certificates will generally not be entitled to receive
         any distributions of principal, Principal Prepayments or Liquidation
         Proceeds until the Distribution Date in January 2007.



                                       3
<PAGE>

(5)      The Class IIA-3 Certificates will generally not be entitled to receive
         any distributions of principal, Principal Prepayments or Liquidation
         Proceeds until the Distribution Date in January 2007.

(6)      The Class IIIA-4 Certificates will generally not be entitled to receive
         any distributions of principal, Principal Prepayments or Liquidation
         Proceeds until the Distribution Date in January 2007.

(7)      Interest will accrue on the Class IVA-3 Certificates at an initial
         interest rate of 2.41% and after the first Distribution Date at a rate
         per annum of 0.50% above LIBOR, determined monthly as described herein,
         subject to a maximum rate of 8.50% and a minimum rate of 0.50%.

(8)      Interest will accrue on the Class IVA-4 Certificates at an initial
         interest rate of 6.09% and after the first Distribution Date at a rate
         per annum of 8.00% minus LIBOR, determined monthly as described herein,
         subject to a maximum rate of 8.00% and a minimum rate of 0.00%. The
         Class IVA-4 Certificates will accrue interest on the Class IVA-4
         Notional Amount (as defined herein).

(9)      The Class IVA-8 Certificates will generally not be entitled to receive
         any distributions of principal, Principal Prepayments or Liquidation
         Proceeds until the Distribution Date in January 2007.

(10)     The Class VA-3 Certificates will accrue interest on the Class VA-3
         Notional Amount (as defined herein).

(11)     For purposes of calculating distributions, the Class 1A-P Certificates
         will each be comprised of two Components having the designation,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
              Component 1A-P-1         $2,484,052                0.00%(A)
              Component 1A-P-2         $1,580,287                0.00%(B)

              (A)   Component 1A-P-1 will not be entitled to distributions of
                    interest and will only receive principal in respect of the
                    Group III Loans with Pass-Through Rates that are less than
                    6.50% per annum.

              (B)   Component 1A-P-2 will not be entitled to distributions of
                    interest and will only receive principal in respect of the
                    Group IV Loans with Pass-Through Rates that are less than
                    6.50% per annum.

(12)     For purposes of calculating distributions, the Class 2A-P Certificates
         will each be comprised of two Components having the designation,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 2A-P-1            $859,493                0.00%(A)
             Component 2A-P-2          $2,617,744                0.00%(B)

              (A)   Component 2A-P-1 will not be entitled to distributions of
                    interest and will only receive principal in respect of the
                    Group V Loans with Pass-Through Rates that are less than
                    6.45% per annum.



                                       4
<PAGE>

              (B)   Component 2A-P-2 will not be entitled to distributions of
                    interest and will only receive principal in respect of the
                    Group VI Loans with Pass-Through Rates that are less than
                    6.125% per annum.

(13)     For purposes of calculating distributions, the Class 1A-X Certificates
         will each be comprised of four Components having the designation,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Notional Balance         Remittance Rate
                 -----------        ----------------         ---------------
             Component 1A-X-1          $8,012,983                6.50%(A)
             Component 1A-X-2          $8,843,611                6.50%(B)
             Component 1A-X-3          $4,800,874                6.50%(C)
             Component 1A-X-4         $10,041,889                6.50%(D)

              (A)   Component 1A-X-1 will accrue interest on the Component
                    1A-X-1 Notional Amount (as defined herein).

              (B)   Component 1A-X-2 will accrue interest on the Component
                    1A-X-2 Notional Amount (as defined herein).

              (C)   Component 1A-X-3 will accrue interest on the Component
                    1A-X-3 Notional Amount (as defined herein).

              (D)   Component 1A-X-4 will accrue interest on the Component
                    1A-X-4 Notional Amount (as defined herein).

(14)     For purposes of calculating distributions, the Class 2A-X Certificates
         will each be comprised of two Components having the designation,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 2A-X-1          $2,360,794                6.50%(A)
             Component 2A-X-2          $1,467,790                6.50%(B)

              (A)   Component 2A-X-1 will accrue interest on the Component
                    2A-X-1 Notional Amount (as defined herein).

              (B)   Component 2A-X-2 will accrue interest on the Component
                    2A-X-2 Notional Amount (as defined herein).

(15)     For purposes of calculating distributions, the Class 1M Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
              Component 1M-1           $6,155,000                6.75%
              Component 1M-2           $2,613,000                6.50%
              Component 1M-3           $2,572,000                6.50%
              Component 1M-4           $7,290,000                6.50%

(16)     The interest rate on these Classes of Certificates will vary from 6.45%
         to 6.125% per annum. The initial interest rate on each Class of these
         Certificates will be approximately 6.27% per annum.



                                       5
<PAGE>

(17)     For purposes of calculating distributions, the Class 1B-1 Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1B-1-1          $2,759,000                6.75%
             Component 1B-1-2          $1,045,000                6.50%
             Component 1B-1-3            $803,000                6.50%
             Component 1B-1-4          $2,916,000                6.50%

(18)     For purposes of calculating distributions, the Class 1B-2 Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1B-2-1          $1,910,000                6.75%
             Component 1B-2-2            $784,000                6.50%
             Component 1B-2-3            $723,000                6.50%
             Component 1B-2-4          $2,187,000                6.50%

(19)     For purposes of calculating distributions, the Class 1B-3 Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1B-3-1            $849,000                6.75%
             Component 1B-3-2            $348,000                6.50%
             Component 1B-3-3            $241,000                6.50%
             Component 1B-3-4            $972,000                6.50%

(20)     For purposes of calculating distributions, the Class 1B-4 Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1B-4-1            $849,000                6.75%
             Component 1B-4-2            $348,000                6.50%
             Component 1B-4-3            $321,000                6.50%
             Component 1B-4-4            $972,000                6.50%

(21)     For purposes of calculating distributions, the Class 1B-5 Certificates
         will each be comprised of four Components having the designations,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1B-5-1            $850,139                6.75%
             Component 1B-5-2            $351,349                6.50%


                                       6
<PAGE>

        Component 1B-5-3                 $323,532                6.50%
        Component 1B-5-4                 $974,264                6.50%

(22)     For purposes of calculating distributions, the Class 1A-7 Certificates
         will each be comprised of two Components having the designation,
         initial Component Principal Balances and Remittance Rates set forth
         below:

                                    Initial Component
                 Designation        Principal Balance        Remittance Rate
                 -----------        -----------------        ---------------
             Component 1A-7-1         $10,441,000                6.50%(A)
             Component 1A-7-2         $32,276,000                6.50%(B)

              (A)   On each Distribution Date prior to the Credit Support
                    Depletion Date (as defined herein), an amount equal to the
                    Component 1A-7-1 Accrual Amount will be added to the
                    Component 1A-7-1 Component Principal Balance, and such
                    amount will be distributed as principal to Component 1A-7-1
                    and to other Classes of the Class IIIA Certificates as
                    described herein and will not be distributed as interest to
                    Component 1A-7-1.

              (B)   On each Distribution Date prior to the Credit Support
                    Depletion Date (as defined herein), an amount equal to the
                    Component 1A-7-2 Accrual Amount will be added to the
                    Component 1A-7-2 Component Principal Balance, and such
                    amount will be distributed as principal to Component 1A-7-2
                    and to other Classes of the Class IVA Certificates as
                    described herein and will not be distributed as interest to
                    Component 1A-7-2.

(23)     The Class R Certificate will be comprised of two components, component
         R-1, which represents the sole residual interest in REMIC I (as defined
         herein), and component R-2, which represents the sole residual interest
         in REMIC II (as defined herein).



                                       7
<PAGE>

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

         Accretion Directed Certificates: The Class IIIA-1, Class IIIA-2, Class
IIIA-3, Class IVA-1, Class IVA-2, Class IVA-3, Class IVA-5, Class IVA-6, Class
IVA-9 and Class IVA-10 Certificates.

         Accretion Directed Components: Components 1A-7-1 and 1A-7-2 of the
Class 1A-7 Certificates.

         Accrual Components: Components 1A-7-1 and 1A-7-2 of the Class 1A-7
Certificates.

         Adjustable Rate Certificates: The Class IA-3, Class IA-4, Class IVA-3
and Class IVA-4 Certificates.

         Advance:  An Advance made by the Servicer pursuant to Section 4.3.

         Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trustee may obtain
and rely on an Officer's Certificate of the Servicer or the Depositor to
determine whether any Person is an Affiliate of such party.

         Aggregate Certificate Principal Balance: At any given time, the sum of
the then current Class Principal Balances of all Classes of Certificates.



                                       8
<PAGE>

         Aggregate Subordinate Percentage. will initially be approximately 1.52%
and for any Distribution Date is equal to the following fraction:

        the aggregate Class Principal Balances of the Crossed Subordinate
            Certificates immediately prior to such Distribution Date
            --------------------------------------------------------
      the aggregate Scheduled Principal Balance of all of the Group V Loans
           and Group VI Loans immediately prior to such Distribution Date
       (exclusive of the sum of the Group V Discount Fractional Principal
         Amounts for such Distribution Date and the sum of the Group VI
       Discount Fractional Principal Amounts for such Distribution Date).

         Aggregate Targeted Principal Balance: For any Distribution Date, the
amount set forth in the table attached hereto as Exhibit P for such Distribution
Date, for the aggregate Class Principal Balances of the Class IVA-9 and Class
IVA-10 Certificates.

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

         ALTA: The American Land Title Association, or any successor.

         Anniversary: Each anniversary of the Cut-off Date.

         Appraised Value: The amount set forth in an appraisal made by or for
the mortgage originator in connection with its origination of each Loan.

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

         Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 8.13.

         Authorized Denomination: With respect to the Certificates (other than
the Class IA-4 Certificates, Class IVA-4 Certificates, Class VA-3 Certificates,
Class 1A-P Certificates, Class 2A-P Certificates, 1A-X Certificates, 2A-X
Certificates, Senior Subordinate Certificates, Junior Subordinate Certificates
and Class R Certificate), an initial Certificate Principal Balance equal to
$25,000 each and integral multiples of $1 in excess thereof. With respect to the
Class IA-4, Class IVA-4, Class 1A-X and Class 2A-X Certificates, an initial
Class Notional Amount or Component Notional Amount, as applicable, equal to
$500,000 each and integral multiples of $1 in excess thereof. With respect to
the Class 1A-P and Class 2A-P Certificates, an initial Certificate Principal
Balance equal to $150,000 each and integral multiples of $1 in excess thereof.
With respect to the



                                       9
<PAGE>

Class VA-3 Certificate, one Certificate with a Percentage Interest equal to
100%. With respect to the Senior Subordinate Certificates, an initial
Certificate Principal Balance equal to $100,000 each and integral multiples of
$1 in excess thereof. With respect to the Junior Subordinate Certificates, an
initial Certificate Principal Balance equal to $250,000 each and integral
multiples of $1 in excess thereof. With respect to the Class R Certificate, one
Certificate with a Percentage Interest equal to 100%.

         Available Distribution Amount: As determined separately for each Loan
Group, the sum of the following amounts:

                  (1) the total amount of all cash received by or on behalf of
         the Servicer with respect to such related Loans by the Determination
         Date for such Distribution Date and not previously distributed
         (including Liquidation Proceeds and Insurance Proceeds), except:

                           (a) all Prepaid Monthly Payments;

                           (b) all Curtailments received after the applicable
                  Prepayment Period (together with any interest payment received
                  with such prepayments to the extent that it represents the
                  payment of interest accrued on a related Loan subsequent to
                  the applicable Prepayment Period);

                           (c) all Payoffs received after the applicable
                  Prepayment Period (together with any interest payment received
                  with such Payoffs to the extent that it represents the payment
                  of interest accrued on such Loan for the period subsequent to
                  the applicable Prepayment Period);

                           (d) Insurance Proceeds and Liquidation Proceeds on
                  such Loans received after the applicable Prepayment Period;

                           (e) all amounts in the Custodial Account for P & I
                  which are due and reimbursable to the Servicer pursuant to the
                  terms of this Agreement;

                           (f) the Servicing Fee for each such Loan; and

                           (g) Excess Liquidation Proceeds;

                  (2) to the extent advanced by the Servicer and not previously
         distributed, the amount of any Advance made by the Servicer to the
         Trustee with respect to such Distribution Date relating to such related
         Loans;

                  (3) to the extent advanced by the Servicer and not previously
         distributed, any amount payable as Compensating Interest by the
         Servicer on such Distribution Date relating to such related Loans; and



                                       10
<PAGE>

                  (4) the total amount, to the extent not previously
         distributed, of all cash received by the Distribution Date by the
         Trustee or the Servicer, in respect of a Purchase Obligation under
         Section 2.2 and Section 2.3 or any permitted repurchase of a Loan;

         provided that, on any Distribution Date on or after the date on which
         the aggregate Certificate Principal Balances of the Group V
         Certificates or the Group VI Certificates have been reduced to zero,
         the Group V or Group IV Available Distribution Amount, as applicable,
         to the extent attributable to principal (in excess of that needed to
         reduce such aggregate Certificate Principal Balances of the Group V
         Certificates or the Group IV Certificates to zero) for the Loan Group
         relating to such Certificates that have been paid in full, other than
         the portion thereof distributable to Component 2A-P-1 of the Class 2A-P
         Certificates or Component 2A-P-2 of the Class 2A-P Certificates, as
         applicable, shall be reduced by the Class Principal Balance of the
         remaining Group V Certificates or Group VI Certificates, as applicable,
         that have not been paid in full and such amount shall be added to the
         Available Distribution Amount for the Loan Group relating to such
         Certificates, provided further that on such Distribution Date either
         (a) the Aggregate Subordinate Percentage for such Distribution Date is
         less than 200% times the initial Aggregate Subordinate Percentage, or
         (b) the average outstanding Principal Balance of the Loans in either
         Loan Group delinquent 60 days or more over the last six months, as a
         percentage of the corresponding Group V or Group VI Subordinate Amount,
         is greater than or equal to 50%.

         Bankruptcy Coverage: With respect to each Loan Group (or with respect
to combined Loan Group V and Loan Group VI), as of the Cut-Off Date, $120,645
for Loan Group I, $100,000 for Loan Group II, $100,000 for Loan Group III,
$134,453 for Loan Group IV and $100,000 for combined Loan Group V and Loan Group
VI, and thereafter, the initial Bankruptcy Coverage amount for such Loan Group,
less (a) any scheduled or permissible reduction in the applicable amount of
Bankruptcy Coverage pursuant to this definition and (b) Bankruptcy Losses in any
Loan Group or Loan Groups allocated to the related Certificates. The Bankruptcy
Coverage for any Loan Group or Loan Groups may be reduced upon written
confirmation from each Rating Agency that such reduction will not adversely
affect the then current ratings assigned to the related Certificates by each
Rating Agency.

         Bankruptcy Loss: A loss on a Loan arising out of (i) a reduction in the
scheduled Monthly Payment for such Loan by a court of competent jurisdiction in
a case under the United States Bankruptcy Code, other than any such reduction
that arises out of clause (ii) of this definition of "Bankruptcy Loss,"
including, without limitation, any such reduction that results in a permanent
forgiveness of principal, or (ii) with respect to any Loan, a valuation, by a
court of competent jurisdiction in a case under such Bankruptcy Code, of the
related Mortgaged Property in an amount less than the then outstanding Principal
Balance of such Loan.

         Beneficial Holder: A Person holding a beneficial interest in any
Book-Entry Certificate as or through a DTC Participant or an Indirect DTC
Participant or a Person holding a beneficial interest in any Definitive
Certificate.



                                       11
<PAGE>

         Book-Entry Certificates: The Class A Certificates, Class 1A-P
Certificates, Class 2A-P Certificates, Class 1A-X Certificates, Class 2A-X
Certificates and the Senior Subordinate Certificates, beneficial ownership and
transfers of which shall be made through book entries as described in Section
5.7.

         Business Day: Any day other than a Saturday, a Sunday, or a day on
which banking institutions in Chicago, Illinois or New York, New York, are
authorized or obligated by law or executive order to be closed.

         Certificate: Any one of the Certificates issued pursuant to this
Agreement, executed by the Trustee and authenticated by or on behalf of the
Trustee hereunder in substantially one of the forms set forth in Exhibits A and
B hereto. The additional matter appearing in Exhibit K shall be deemed
incorporated into Exhibits A and B as though set forth at the end of Exhibit A
and at the end of Exhibit B, as applicable.

         Certificate Account: The separate trust account created and maintained
with the Trustee or any other bank or trust company acceptable to each Rating
Agency which is incorporated or organized under the laws of the United States or
any state thereof, 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 each Rating Agency. Funds in the Certificate
Account in respect of each of the Loan Groups and amounts withdrawn from the
Certificate Account attributable to each of such Loan Groups shall be accounted
for separately. If the Trustee has appointed a Certificate Administrator
pursuant to Section 4.10, funds on deposit in the Certificate Account may be
invested in Eligible Investments and reinvestment earnings thereon shall be paid
to the Certificate Administrator as additional compensation for the Certificate
Administrator's performance of the duties delegated to it by the Trustee. Funds
deposited in the Certificate Account (exclusive of the Servicing Fee) shall be
held in trust for the Certificateholders and for the uses and purposes set forth
in Section 3.2, Section 3.3 and Section 4.1.

         Certificate Account Statement: With respect to the Certificate Account,
a statement delivered by the Certificate Administrator to the Trustee pursuant
to Section 3.10.

         Certificate Administrator: As defined in Section 4.10.

         Certificate Administrator and Trustee Fee: For each Loan, a fee per
annum equal to 0.0100%, of the outstanding Principal Balance thereof which shall
be paid by the Servicer to the Certificate Administrator and the Trustee.

         Certificate Distribution Amount: (I) For any Distribution Date prior to
the Group I, Group II, Group III, Group IV or combined Group V and Group VI
Credit Support Depletion Date, the applicable Available Distribution Amount for
the related Group I, Group II, Group III, Group IV,



                                       12
<PAGE>

Group V or Group VI Loans shall be distributed to the related Certificates in
the following amounts and priority:

         (A)      with respect to the Class IA Certificates, Group I Senior
                  Component and the Class R Certificate, to the extent of the
                  Group I Available Distribution Amount on such Distribution
                  Date:

                  (i)      first, to the Class IA Certificates, Group I Senior
                           Component and Class R Certificate, concurrently, the
                           sum of the applicable Interest Distribution Amounts
                           for such Classes and Component of Certificates
                           remaining unpaid from previous Distribution Dates,
                           pro rata according to their respective shares of such
                           unpaid amounts;

                  (ii)     second, to the Class IA Certificates, Group I Senior
                           Component and Class R Certificate, concurrently, the
                           sum of the applicable Interest Distribution Amounts
                           for such Classes and Component of Certificates for
                           the current Distribution Date, pro rata according to
                           their respective Interest Distribution Amounts;

                  (iii)    third, to the Class IA Certificates and Class R
                           Certificate then entitled to principal, the Group I
                           Senior Principal Amount as follows:

                           (a)      first, to the Class R Certificate, until its
                                    Class Principal Balance has been reduced to
                                    zero;

                           (b)      second, to the Class IA-7 Certificates,
                                    until their Class Principal Balance has been
                                    reduced to zero, the lesser of;

                                        (1)  the Class IA-7 Lockout Principal
                                             Amount; and

                                        (2)  98.6% of the portion of the Group I
                                             Senior Principal Amount available
                                             under this clause (I)(A)(iii)(b);

                           (c)   third, to the Class IA-1, Class IA--2 and Class
                                 IA-3 Certificates, pro rata, according to their
                                 outstanding Certificate Principal Balances,
                                 until their respective Class Principal Balances
                                 have been reduced to zero; and

                           (d)   fourth, to the Class IA-5, Class IA-6 and Class
                                 IA-7 Certificates, sequentially, until their
                                 respective Class Principal Balances have been
                                 reduced to zero;



                                       13
<PAGE>

         (B)      with respect to the Class IA Certificates, Group I Senior
                  Components, Group I Subordinate Components and Class R
                  Certificate, to the extent of the Group I Available
                  Distribution Amount remaining:

                  (i)      first, to the Components 1M-1, 1B-1-1, 1B-2-1,
                           1B-3-1, 1B-4-1 and 1B-5-1, in their order of
                           seniority, the following:

                           (a)   their respective amounts of previously unpaid
                                 and then current Interest Distribution Amounts;

                           (b)   their pro rata share, according to their
                                 respective Component Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Component Principal Balances have been
                                 reduced to zero;

                  (ii)     second, to the Class IA Certificates, Group I Senior
                           Components, Class R Certificate and Group I
                           Subordinate Components in their order of seniority,
                           the amount of unreimbursed Realized Losses previously
                           allocated to such Class or Component, if any,
                           provided, that any amounts distributed in respect of
                           losses pursuant to this paragraph (I)(B)(ii) of this
                           definition of "Certificate Distribution Amount" shall
                           not cause a further reduction in the Class Principal
                           Balances of the Class IA Certificates or Class R
                           Certificate or the Component Principal Balances of
                           the Group I Senior Components or Group I Subordinate
                           Components; and

                  (iii)    third, to the Class R Certificate, the Group I
                           Residual Distribution Amount;

         (C)      with respect to the Class IIA Certificates and Group II Senior
                  Components, to the extent of the Group II Available
                  Distribution Amount on such Distribution Date:

                  (i)      first, to the Class IIA Certificates and Group II
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes and
                           Components of Certificates remaining unpaid from
                           previous Distribution Dates, pro rata according to
                           their respective shares of such unpaid amounts;

                  (ii)     second, to the Class IIA Certificates and Group II
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes or
                           Components of Certificates for the current
                           Distribution Date, pro rata according to their
                           respective Interest Distribution Amounts;

                  (iii)    third, to the Class IIA Certificates then entitled to
                           principal, the Group II Senior Principal Amount as
                           follows:



                                       14
<PAGE>

                           (a)   first, to the Class IIA-3 Certificates, until
                                 their Class Principal Balance has been reduced
                                 to zero, the lesser of:

                                 (1)  the Class IIA-3 Lockout Principal Amount;
                                      and

                                 (2)  98.6% of the portion of the Group II
                                      Senior Principal Amount available under
                                      this clause (I)(C)(iii)(a); and

                           (b)   second, to the Class IIA-1, Class IIA-2, Class
                                 IIA-4 and Class IIA-3 Certificates,
                                 sequentially, until their respective Class
                                 Principal Balances have been reduced to zero;

         (D)      with respect to the Class IIA Certificates, Group II Senior
                  Components, Group II Subordinate Components and Class R
                  Certificate, to the extent of the Group II Available
                  Distribution Amount remaining:

                  (i)      first, to the Components 1M-2, 1B-1-2, 1B-2-2,
                           1B-3-2, 1B-4-2 and 1B-5-2, in their order of
                           seniority, the following:

                           (a)      their respective amounts of previously
                                    unpaid and then current Interest
                                    Distribution Amounts;

                           (b)   their pro rata share, according to their
                                 respective Component Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Component Principal Balances have been
                                 reduced to zero;

                  (ii)     second, to the Class IIA Certificates, Group II
                           Senior Components and Group II Subordinate Components
                           in their order of seniority, the amount of
                           unreimbursed Realized Losses previously allocated to
                           such Class or Component, if any, provided, that any
                           amounts distributed in respect of losses pursuant to
                           this paragraph (I)(D)(ii) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction in the Class Principal Balances of
                           the Class IIA Certificates or the Component Principal
                           Balances of the Group II Senior Components or Group
                           II Subordinate Components; and

                  (iii)    third, to the Class R Certificate, the Group II
                           Residual Distribution Amount;

         (E)      with respect to the Class IIIA Certificates and Group III
                  Senior Components, to the extent of the Group III Available
                  Distribution Amount on such Distribution Date:



                                       15
<PAGE>

                  (i)      first, as principal to Component 1A-P-1 of the Class
                           1A-P Certificates, the sum of the Group III Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class IIIA Certificates and Group III
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes and
                           Components (other than Component 1A-P-1 of the Class
                           1A-P Certificates) of Certificates remaining unpaid
                           from previous Distribution Dates, pro rata according
                           to their respective shares of such unpaid amounts;
                           provided, however, that the aggregate amount that
                           would otherwise be payable to Component 1A-7-1 of the
                           Class 1A- 7 Certificates pursuant to this clause
                           (I)(E)(ii) will be paid instead as principal as
                           described in clause (I)(E)(iii)(b) of this definition
                           of "Certificate Distribution Amount";

                  (iii)    third, (a) to the Class IIIA Certificates and Group
                           III Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes or
                           Components (other than Component 1A-P-1 of the Class
                           1A-P Certificates) of Certificates for the current
                           Distribution Date, pro rata according to their
                           respective Interest Distribution Amounts;

                           (b)   the Component 1A-7-1 Accrual Amount as
                                 principal as follows:

                                 (1)   first, to the Class IIIA-3, Certificates,
                                       until their Class Principal Balance has
                                       been reduced to zero; and

                                 (2)   second, concurrently as follows:

                                       (A)   30% to the Class IIIA-1
                                             Certificates, until their Class
                                             Principal Balance has been reduced
                                             to zero; and

                                        (B)  70% to the Class IIIA-2
                                             Certificates, until their Class
                                             Principal Balance has been reduced
                                             to zero; and

                                 (3)    third, to the Class IIIA-2 Certificates,
                                        the Class IIIA-1 Certificates and
                                        Component 1A-7-1 of the Class 1A-7
                                        Certificates, sequentially, until their
                                        respective Class Principal Balances or
                                        Component Principal Balance, as
                                        applicable, have been reduced to zero;

                  (iv)     fourth, to the Class IIIA Certificates and Component
                           1A-7-1 of the Class 1A-7 Certificates then entitled
                           to principal, the Group III Senior Principal Amount
                           as follows:



                                       16
<PAGE>

                           (a)   first, to the Class IIIA-4 Certificates, until
                                 their Class Principal Balance has been reduced
                                 to zero, the lesser of:

                                 (1)    the Class IIIA-4 Lockout Principal
                                        Amount; and

                                 (2)    98.6% of the portion of the Group III
                                        Senior Principal Amount available under
                                        this clause (I)(D)(iv)(a).

                           (b)   second, to the Class IIIA-1, Class IIIA-2 and
                                 Class IIIA-3 Certificates and Component 1A-7-1
                                 of the Class 1A-7 Certificates, sequentially,
                                 until their respective Class Principal Balances
                                 or Component Principal Balance, as applicable,
                                 have been reduced to zero;

                           (c)   third, to the Class IIIA-4 Certificates, until
                                 their Class Principal Balance has been reduced
                                 to zero;

                  (v)      fifth, to Component 1A-P-1 of the Class 1A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date, the sum of the Group III Discount Fractional
                           Principal Shortfalls payable to Component 1A-P-1 of
                           the Class 1A-P Certificates on previous Distribution
                           Dates pursuant to clause (I)(E)(vi) of this
                           definition of "Certificate Distribution Amount" and
                           remaining unpaid from such previous Distribution
                           Dates; and

                  (vi)     sixth, to Component 1A-P-1 of the Class 1A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date (less any amounts distributed to Component
                           1A-P-1 of the Class 1A-P Certificates pursuant to
                           paragraph (I)(E)(v)), the sum of the Group III
                           Discount Fractional Principal Shortfalls for such
                           Distribution Date; provided that any amounts
                           distributed in respect of the Group III Discount
                           Fractional Principal Shortfalls pursuant to paragraph
                           (I)(E)(v) or this paragraph (I)(E)(vi) of this
                           definition of "Certificate Distribution Amount" shall
                           not cause a further reduction of the Component 1A-P-1
                           Component Principal Balance;

         (F)      with respect to the Class IIIA Certificates, Group III Senior
                  Components, Group III Subordinate Components and Class R
                  Certificate, to the extent of the Group III Available
                  Distribution Amount remaining:

                  (i)      first, to the Components 1M-3, 1B-1-3, 1B-2-3,
                           1B-3-3, 1B-4-3 and 1B-5-3, in their order of
                           seniority, the following:



                                       17


<PAGE>


                           (a)   their respective amounts of previously unpaid
                                 and then current Interest Distribution Amounts;


                           (b)   their pro rata share, according to their
                                 respective Component Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Component Principal Balances have been
                                 reduced to zero;

                  (ii)     second, to the Class IIIA Certificates, Group III
                           Senior Components and Group III Subordinate
                           Components in their order of seniority, the amount of
                           unreimbursed Realized Losses previously allocated to
                           such Class or Component, if any, provided, that any
                           amounts distributed in respect of losses pursuant to
                           this paragraph (I)(F)(ii) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction in the Class Principal Balances of
                           the Class IIIA Certificates or the Component
                           Principal Balances of the Group III Senior Components
                           or Group III Subordinate Components; and

                  (iii)    third, to the Class R Certificate, the Group III
                           Residual Distribution Amount;

         (G)      with respect to the Class IVA Certificates and Group IV Senior
                  Components, to the extent of the Group IV Available
                  Distribution Amount on such Distribution Date:

                  (i)      first, as principal to Component 1A-P-2 of the Class
                           1A-P Certificates, the sum of the Group IV Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class IVA Certificates and Group IV
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes and
                           Components (other than Component 1A-P-2 of the Class
                           1A- P Certificates) of Certificates remaining unpaid
                           from previous Distribution Dates, pro rata according
                           to their respective shares of such unpaid amounts;
                           provided, however, that the aggregate amount that
                           would otherwise be payable to Component 1A-7-2 of the
                           Class 1A- 7 Certificates pursuant to this clause
                           (I)(G)(ii) will be paid instead as principal as
                           described in clause (I)(G)(iii)(a) of this definition
                           of "Certificate Distribution Amount";

                  (iii)    third, (a) to the Class IVA Certificates and Group IV
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes or
                           Components (other than Component 1A-P-2 of the Class
                           1A-P Certificates) of Certificates for the current
                           Distribution Date, pro rata according to their
                           respective Interest Distribution Amounts;




                                       18


<PAGE>




                           (b)   the Component 1A-7-2 Accrual Amount as
                                 principal as follows:

                                 (1)    first, to the Class IVA-6 and Class
                                        IVA-5 Certificates, sequentially, until
                                        their respective Class Principal
                                        Balances have been reduced to zero;

                                 (2)    second, to the Class IVA-1, Class IVA-2,
                                        Class IVA-3, Class IVA-9 and Class
                                        IVA-10 Certificates, pro rata, according
                                        to their outstanding Certificate
                                        Principal Balances or, in the case of
                                        the Class IVA-9 and Class IVA-10
                                        Certificates, their aggregate
                                        outstanding Certificates Principal
                                        Balances, as follows:

                                        (A)    to the Class IVA-1 Certificates,
                                               until their Class Principal
                                               Balance has been reduced to zero;

                                        (B)    to the Class IVA-2 Certificates,
                                               until their Class Principal
                                               Balance has been reduced to zero;

                                        (C)    to the Class IVA-3 Certificates,
                                               until their Class Principal
                                               Balance has been reduced to zero;

                                        (D)    to the Class IVA-9 and Class
                                               IVA-10 Certificates, sequentially
                                               as follows:

                                               (i)   first, to the Class IVA-9
                                                     and Class IVA-10
                                                     Certificates, to the extent
                                                     necessary to reduce the
                                                     aggregate Class Principal
                                                     Balance of the Class IVA-9
                                                     and Class IVA-10
                                                     Certificates to their
                                                     Aggregate Targeted
                                                     Principal Balance set forth
                                                     in Exhibit P attached
                                                     hereto, sequentially as
                                                     follows:

                                                     a.     40% to the Class
                                                            IVA-9 Certificates;
                                                            and

                                                     b.     60% to the Class
                                                            IVA-10 Certificates;

                                               (ii)  second, to the Class IVA-9
                                                     and Class IVA-10
                                                     Certificates, without
                                                     regard to their Aggregate
                                                     Targeted Principal Balances
                                                     set forth in Exhibit P
                                                     attached hereto,
                                                     sequentially as follows:

                                                     a.     70% to the Class
                                                            IVA-9 Certificates;
                                                            and

                                                     b.     30% to the Class
                                                            IVA-10 Certificates;



                                       19


<PAGE>




                                               (iii) third, to the Class IVA-9
                                                     and Class IVA-10
                                                     Certificates, sequentially,
                                                     until their respective
                                                     Class Principal Balances
                                                     have been reduced to zero;
                                                     and

                                 (3)    third, to Component 1A-7-2 of the Class
                                        1A-7 Certificates, until its Component
                                        Principal Balance has been reduced to
                                        zero;

                  (iv)     fourth, to the Class IVA Certificates and Component
                           1A-7-2 of the Class 1A-7 Certificates then entitled
                           to principal, the Group IV Senior Principal Amount as
                           follows:

                           (a)   first, to the Class IVA-8 Certificates, until
                                 their Class Principal Balance has been reduced
                                 to zero, the lesser of:

                                 (1)    the Class IVA-8 Lockout Principal
                                        Amount; and

                                 (2)    98.6% of the portion of the Group IV
                                        Senior Principal Amount available under
                                        this clause (I)(G)(iv)(a);

                           (b)   second, to the Class IVA-1, Class IVA-2, Class
                                 IVA-3, Class IVA-9 and IVA-10 Certificates, pro
                                 rata, according to their outstanding
                                 Certificate Principal Balances or, in the case
                                 of the Class IVA-9 and Class IVA-10
                                 Certificates, their aggregate outstanding
                                 Certificates Principal Balances, as follows:

                                 (1)    to the Class IVA-1 Certificates, until
                                        their Class Principal Balance has been
                                        reduced to zero;

                                 (2)    to the Class IVA-2 Certificates, until
                                        their Class Principal Balances has been
                                        reduced to zero;

                                 (3)    to the Class IVA-3 Certificates, until
                                        their Class Principal Balance has been
                                        reduced to zero;

                                 (4)    to the Class IVA-9 and the Class IVA-10
                                        Certificates, sequentially as follows:

                                        (A)    first, to the Class IVA-9 and
                                               Class IVA-10 Certificates, to the
                                               extent necessary to reduce the
                                               aggregate Class Principal Balance
                                               of the Class IVA-9 and Class
                                               IVA-10 Certificates to their
                                               Aggregate Targeted Principal
                                               Balances set forth in Exhibit P
                                               attached hereto, sequentially as
                                               follows:


                                       20


<PAGE>

                                               (i)   40% to the Class IVA-9
                                                     Certificates; and

                                               (ii)  60% to the Class IVA-10
                                                     Certificates;

                                        (B)    second, to the Class IVA-9 and
                                               Class IVA-10 Certificates,
                                               without regard to their Aggregate
                                               Targeted Principal Balance set
                                               forth in Exhibit P attached
                                               hereto, sequentially as follows:

                                               (i)   70% to the Class IVA-9
                                                     Certificates; and

                                               (ii)  30% to the Class IVA-10
                                                     Certificates;

                                        (C)    third, to the Class IVA-9 and
                                               Class IVA-10 Certificates,
                                               sequentially, until their
                                               respective Class Principal
                                               Balances have been reduced to
                                               zero; and

                           (c)   third, to the Class IVA-5 Certificates, the
                                 Class IVA-6 Certificates, Component 1A-7-2 of
                                 the Class 1A-7 Certificates and the Class IVA-
                                 8 Certificates, sequentially, until their
                                 respective Class Principal Balances or
                                 Component Principal Balance, as applicable,
                                 have been reduced to zero;

                  (v)      fifth, to Component 1A-P-2 of the Class 1A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date, the sum of the Group IV Discount Fractional
                           Principal Shortfalls payable to Component 1A-P-2 of
                           the Class 1A-P Certificates on previous
                           Distribution Dates pursuant to clause (I)(G)(vi) of
                           this definition of "Certificate Distribution Amount"
                           and remaining unpaid from such previous Distribution
                           Dates; and

                  (vi)     sixth, to Component 1A-P-2 of the Class 1A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date (less any amounts distributed to Component
                           1A-P-2 of the Class 1A-P Certificates pursuant to
                           paragraph (I)(G)(v)), the sum of the Group IV
                           Discount Fractional Principal Shortfalls for such
                           Distribution Date; provided that any amounts
                           distributed in respect of the Group IV Discount
                           Fractional Principal Shortfalls pursuant to paragraph
                           (I)(G)(v) or this paragraph (I)(G)(vi) of this
                           definition of "Certificate Distribution Amount" shall
                           not cause a further reduction of the Component 1A-P-2
                           Component Principal Balance;


                                       21


<PAGE>



         (H)      with respect to the Class IVA Certificates, Group IV Senior
                  Components, Group IV Subordinate Components and Class R
                  Certificate, to the extent of the Group IV Available
                  Distribution Amount remaining:

                  (i)      first, to the Components 1M-4, 1B-1-4, 1B-2-4,
                           1B-3-4, 1B-4-4 and 1B-5-4, in their order of
                           seniority, the following:

                           (a)   their respective amounts of previously unpaid
                                 and then current Interest Distribution Amounts;

                           (b)   their pro rata share, according to their
                                 respective Component Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Component Principal Balances have been
                                 reduced to zero;

                  (ii)     second, to the Class IVA Certificates, Group IV
                           Senior Components and Group IV Subordinate Components
                           in their order of seniority, the amount of
                           unreimbursed Realized Losses previously allocated to
                           such Class or Component, if any, provided, that any
                           amounts distributed in respect of losses pursuant to
                           this paragraph (I)(H)(ii) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction in the Class Principal Balances of
                           the Class IVA Certificates or the Component Principal
                           Balances of the Group IV Senior Components or Group
                           IV Subordinate Components; and

                  (iii)    third, to the Class R Certificate, the Group IV
                           Residual Distribution Amount;

         (I)      with respect to the Class VA Certificates and Group V Senior
                  Components, to the extent of the Group V Available
                  Distribution Amount on such Distribution Date:

                  (i)      first, as principal to Component 2A-P-1 of the Class
                           2A-P Certificates, the sum of the Group V Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class VA Certificates and Group V
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes and
                           Components (other than Component 2A-P-1 of the Class
                           2A- P Certificates) of Certificates remaining unpaid
                           from previous Distribution Dates, pro rata according
                           to their respective shares of such unpaid amounts;

                  (iii)    third, to the Class VA Certificates and Group V
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes or
                           Components (other than Component 2A-P-1 of the Class
                           2A-P

                                       22


<PAGE>


                           Certificates) of Certificates for the current
                           Distribution Date, pro rata according to their
                           respective Interest Distribution Amounts;

                  (iv)     fourth, to the Class VA-1 and Class VA-2
                           Certificates, the Group V Senior Principal Amount pro
                           rata, according to their outstanding Certificate
                           Principal Balances, until their respective Class
                           Principal Balances have been reduced to zero;

                  (v)      fifth, to Component 2A-P-1 of the Class 2A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date, the sum of the Group V Discount Fractional
                           Principal Shortfalls payable to Component 2A-P-1 of
                           the Class 2A-P Certificates on previous Distribution
                           Dates pursuant to clause (I)(I)(vi) of this
                           definition of "Certificate Distribution Amount" and
                           remaining unpaid from such previous Distribution
                           Dates; and

                  (vi)     sixth, to Component 2A-P-1 of the Class 2A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date (less any amounts distributed to Component
                           2A-P-1 of the Class 2A-P Certificates pursuant to
                           paragraph (I)(I)(v)), the sum of the Group V Discount
                           Fractional Principal Shortfalls for such Distribution
                           Date; provided that any amounts distributed in
                           respect of the Group V Discount Fractional Principal
                           Shortfalls pursuant to paragraph (I)(I)(v) or this
                           paragraph (I)(I)(vi) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction of the Component 2A-P-1 Component
                           Principal Balance;

         (J)      with respect to the Class VA Certificates, Group V Senior
                  Components, Crossed Subordinate Certificates and Class R
                  Certificate, to the extent of the Group V Available
                  Distribution Amount remaining:

                  (i)      first, to the Class 2M, 2B-1, 2B-2, 2B-3, 2B-4 and
                           2B-5 Certificates, in their order of seniority, the
                           following:

                           (a)   their respective amounts of previously unpaid
                                 and then current Interest Distribution Amounts;

                           (b)   their pro rata share, according to their
                                 respective Class Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Class Principal Balances have been
                                 reduced to zero;


                                       23


<PAGE>

                  (ii)     second, to the Class VA Certificates, Group V Senior
                           Components and Crossed Subordinate Certificates in
                           their order of seniority, the amount of unreimbursed
                           Realized Losses previously allocated to such Class or
                           Component, if any, provided, that any amounts
                           distributed in respect of losses pursuant to this
                           paragraph (I)(J)(ii) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction in the Class Principal Balances of
                           the Class VA Certificates or Crossed Subordinate
                           Certificates or the Component Principal Balances of
                           the Group V Senior Components; and

                  (iii)    third, to the Class R Certificate, the Group V
                           Residual Distribution Amount;

         (K)      with respect to the Class VIA Certificates and Group VI Senior
                  Components, to the extent of the Group VI Available
                  Distribution Amount on such Distribution Date:


                  (i)      first, as principal to Component 2A-P-2 of the Class
                           2A-P Certificates, the sum of the Group VI Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class VIA Certificates and Group VI
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes and
                           Components (other than Component 2A-P-2 of the Class
                           2A- P Certificates) of Certificates remaining unpaid
                           from previous Distribution Dates, pro rata according
                           to their respective shares of such unpaid amounts;

                  (iii)    third, to the Class VIA Certificates and Group VI
                           Senior Components, concurrently, the sum of the
                           Interest Distribution Amounts for such Classes or
                           Components (other than Component 2A-P-2 of the Class
                           2A-P Certificates) of Certificates for the current
                           Distribution Date, pro rata according to their
                           respective Interest Distribution Amounts;

                  (iv)     fourth, to the Class VIA-1 and Class VIA-2
                           Certificates, the Group VI Senior Principal Amount,
                           pro rata, according to their outstanding Certificate
                           Principal Balances, until their respective Class
                           Principal Balances have been reduced to zero;

                  (v)      fifth, to Component 2A-P-2 of the Class 2A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date, the sum of the Group VI Discount Fractional
                           Principal Shortfalls payable to Component 2A-P-2 of
                           the Class 2A-P Certificates on previous Distribution
                           Dates pursuant to clause (I)(K)(vi) of this
                           definition of "Certificate Distribution Amount" and
                           remaining unpaid from such previous Distribution
                           Dates; and


                                       24


<PAGE>

                  (vi)     sixth, to Component 2A-P-2 of the Class 2A-P
                           Certificates, up to the applicable Subordinate
                           Principal Amount (determined without regard to the
                           proviso of such definition) for such Distribution
                           Date (less any amounts distributed to Component
                           2A-P-2 of the Class 2A-P Certificates pursuant to
                           paragraph (I)(K)(v)), the sum of the Group VI
                           Discount Fractional Principal Shortfalls for such
                           Distribution Date; provided that any amounts
                           distributed in respect of the Group VI Discount
                           Fractional Principal Shortfalls pursuant to paragraph
                           (I)(K)(v) or this paragraph (I)(K)(vi) of this
                           definition of "Certificate Distribution Amount" shall
                           not cause a further reduction of the Component 2A-P-2
                           Component Principal Balance;

         (L)      with respect to the Class VIA Certificates, Group VI Senior
                  Components, Crossed Subordinate Certificates and Class R
                  Certificate, to the extent of the Group VI Available
                  Distribution Amount remaining:

                  (i)      first, to the Class 2M, 2B-1, 2B-2, 2B-3, 2B-4 and
                           2B-5 Certificates, in their order of seniority, the
                           following:

                           (a)   their respective amounts of previously unpaid
                                 and then current Interest Distribution Amounts;

                           (b)   their pro rata share, according to their
                                 respective Class Principal Balances, of the
                                 applicable Subordinate Principal Amount
                                 allocable pursuant to the definition of
                                 "Subordinate Principal Amount" herein, until
                                 their Class Principal Balances have been
                                 reduced to zero;

                  (ii)     second, to the Class VIA Certificates, Group VI
                           Senior Components and Crossed Subordinate
                           Certificates in their order of seniority, the amount
                           of unreimbursed Realized Losses previously allocated
                           to such Class or Component, if any, provided, that
                           any amounts distributed in respect of losses pursuant
                           to this paragraph (I)(L)(ii) of this definition of
                           "Certificate Distribution Amount" shall not cause a
                           further reduction in the Class Principal Balances of
                           the Class VIA Certificates or Crossed Subordinate
                           Certificates or the Component Principal Balances of
                           the Group VI Senior Components; and

                  (iii)    third, to the Class R Certificate, the Group VI
                           Residual Distribution Amount;

         (II) For any Distribution Date on or after the Group I, Group II, Group
III, Group IV or combined Group V and Group VI Credit Support Depletion Date,
the applicable Available Distribution Amount for the related Group I, Group II,
Group III, Group IV, Group V or Group VI Loans shall be distributed to the
applicable Senior Certificates and Senior Components in the following order of
priority:


                                       25


<PAGE>

         (A)      with respect to the Class IA Certificates, Group I Senior
                  Components and Class R Certificate, to the extent of the Group
                  I Available Distribution Amount on such Distribution Date:

                  (i)      first, to the Class IA Certificates and Group I
                           Senior Components and Class R Certificate, previously
                           unpaid and then current Interest Distribution
                           Amounts, pro rata, according to such amount payable
                           to the extent of amounts available;

                  (ii)     second, to the Class IA Certificates and Class R
                           Certificate, the Group I Senior Principal Amount, pro
                           rata, according to their respective Class Principal
                           Balances;

                  (iii)    third, to the Class IA Certificates, and Class R
                           Certificate, pro rata, according to their respective
                           Class Principal Balances or Component Principal
                           Balances, as applicable, the amount of unreimbursed
                           Realized Losses previously allocated to such Class or
                           Component; and

                  (iv)     fourth, to the Class R Certificate, the remainder, if
                           any, of the Group I Available Distribution Amount for
                           such Distribution Date.

         (B)      with respect to the Class IIA Certificates, Group II Senior
                  Components and Class R Certificate, to the extent of the Group
                  II Available Distribution Amount on such Distribution Date:

                  (i)      first, to the Class IIA Certificates and Group II
                           Senior Components previously unpaid and then current
                           Interest Distribution Amounts, pro rata, according to
                           such amount payable to the extent of amounts
                           available;

                  (ii)     second, to the Class IIA Certificates, the Group II
                           Senior Principal Amount, pro rata, according to their
                           respective Class Principal Balances;

                  (iii)    third, to the Class IIA Certificates pro rata,
                           according to their respective Class Principal
                           Balances or Component Principal Balances, as
                           applicable, the amount of unreimbursed Realized
                           Losses previously allocated to such Class or
                           Component; and

                  (iv)     fourth, to the Class R Certificate, the remainder, if
                           any, of the Group II Available Distribution Amount
                           for such Distribution Date.



                                       26


<PAGE>

         (C)      with respect to the Class IIIA Certificates, Group III Senior
                  Components and Class R Certificate, to the extent of the Group
                  III Available Distribution Amount on such Distribution Date:


                  (i)      first, to Component 1A-P-1 of the Class 1A-P
                           Certificates the sum of the Group III Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class IIIA Certificates and Group III
                           Senior Components (excluding Component 1A-P-1 of the
                           Class 1A-P Certificates) (including the related
                           Accrual Component), previously unpaid and then
                           current Interest Distribution Amounts, pro rata,
                           according to such amount payable to the extent of
                           amounts available;

                  (iii)    third, to the Class IIIA Certificates and Component
                           1A-7-1 of the Class 1A-7 Certificates, the Group III
                           Senior Principal Amount, pro rata, according to their
                           respective Class Principal Balances or Component
                           Principal Balance;

                  (iv)     fourth, to the Class IIIA Certificates and Component
                           1A-P-1 of the Class 1A-P Certificates and Component
                           1A-7-1 of the Class 1A-7 Certificates, pro rata,
                           according to their respective Class Principal
                           Balances or Component Principal Balances, as
                           applicable, the amount of unreimbursed Realized
                           Losses previously allocated to such Class or
                           Component; and

                  (v)      fifth, to the Class R Certificate, the remainder, if
                           any, of the Group III Available Distribution Amount
                           for such Distribution Date.

         (D)      with respect to the Class IVA Certificates, Group IV Senior
                  Components and Class R Certificate, to the extent of the Group
                  IV Available Distribution Amount on such Distribution Date:

                  (i)      first, to Component 1A-P-2 of the Class 1A-P
                           Certificates the sum of the Group IV Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class IVA Certificates and Group IV
                           Senior Components (excluding Component 1A-P-2 of the
                           Class 1A-P Certificates)(including the related
                           Accrual Component), previously unpaid and then
                           current Interest Distribution Amounts, pro rata,
                           according to such amount payable to the extent of
                           amounts available;

                  (iii)    third, to the Class IVA Certificates and Component
                           1A-7-2 of the Class 1A-7 Certificates, the Group IV
                           Senior Principal Amount, pro rata, according to their
                           respective Class Principal Balances or Component
                           Principal Balance;



                                       27


<PAGE>

                  (iv)     fourth, to the Class IVA Certificates and Component
                           1A-P-2 of the Class 1A-P Certificates and Component
                           1A-7-2 of the Certificates, pro rata, according to
                           their respective Class Principal Balances or
                           Component Principal Balances, as applicable, the
                           amount of unreimbursed Realized Losses previously
                           allocated to such Class or Component; and

                  (v)      fifth, to the Class R Certificate, the remainder, if
                           any, of the Group IV Available Distribution Amount
                           for such Distribution Date.

         (E)      with respect to the Class VA Certificates, Group V Senior
                  Components and Class R Certificate, to the extent of the Group
                  V Available Distribution Amount on such Distribution Date:

                  (i)      first, to Component 2A-P-1 of the Class 2A-P
                           Certificates the sum of the Group V Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class VA Certificates and Group V
                           Senior Components (excluding Component 2A-P-1 of the
                           Class 2A-P Certificates), previously unpaid and then
                           current Interest Distribution Amounts, pro rata,
                           according to such amount payable to the extent of
                           amounts available;

                  (iii)    third, to the Class VA Certificates, the Group V
                           Senior Principal Amount, pro rata, according to their
                           respective Class Principal Balances;

                  (iv)     fourth, to the Class VA Certificates and Component
                           2A-P-1 of the Class 2A-P Certificates, pro rata,
                           according to their respective Class Principal
                           Balances or Component Principal Balances, as
                           applicable, the amount of unreimbursed Realized
                           Losses previously allocated to such Class or
                           Component; and

                  (v)      fifth, to the Class R Certificate, the remainder, if
                           any, of the Group V Available Distribution Amount for
                           such Distribution Date.

         (F)      with respect to the Class VIA Certificates, Group VI Senior
                  Components and Class R Certificate, to the extent of the Group
                  VI Available Distribution Amount on such Distribution Date:

                  (i)      first, to Component 2A-P-2 of the Class 2A-P
                           Certificates the sum of the Group VI Discount
                           Fractional Principal Amounts for such Distribution
                           Date;

                  (ii)     second, to the Class VIA Certificates and Group VI
                           Senior Components (excluding Component 2A-P-2 of the
                           Class 2A-P Certificates), previously unpaid and then
                           current Interest Distribution Amounts, pro rata,
                           according to such amount payable to the extent of
                           amounts available;


                                       28


<PAGE>

                  (iii)    third, to the Class VIA Certificates, the Group VI
                           Senior Principal Amount, pro rata, according to their
                           respective Class Principal Balances;

                  (iv)     fourth, to the Class VIA Certificates and Component
                           2A-P-2 of the Class 2A-P Certificates, pro rata,
                           according to their respective Class Principal
                           Balances or Component Principal Balances, as
                           applicable, the amount of unreimbursed Realized
                           Losses previously allocated to such Class or
                           Component; and

                  (v)      fifth, to the Class R Certificate, the remainder, if
                           any, of the Group VI Available Distribution Amount
                           for such Distribution Date.

         Certificate Principal Balance: For each Certificate of any Class, the
portion of the related Class Principal Balance, if any, represented by such
Certificate.

         Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed, respectively, pursuant to Section 5.3. Initially,
the Certificate Registrar shall be LaSalle Bank National Association.

         Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, the Certificate Administrator, the Servicer or any
Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest evidenced thereby shall not be taken into account in determining
whether the requisite percentage of Percentage Interests necessary to effect any
such consent has been obtained; provided, that the Trustee, the
Certificate Registrar and the Paying Agent may conclusively rely upon an
Officer's Certificate to determine whether any Person is an Affiliate of the
Depositor, the Certificate Administrator or the Servicer.

         Certificateholders' Report: As defined in Section 4.2(a).

         Class: All Certificates having the same priority and rights to payments
from the applicable Available Distribution Amount, designated as a separate
Class, as set forth in the forms of Certificates attached hereto as Exhibits A
and B.

         Class A Certificates: The Class IA Certificates, and Class IIA
Certificates, Class IIIA Certificates, Class IVA Certificates, Class VA
Certificates and Class VIA Certificates collectively.

         Class IA Certificates: The Class IA-1, Class IA-2, Class IA-3, Class
IA-4, Class IA-5, Class IA-6 and Class IA-7 Certificates, collectively, and
designated as such on the face thereof in substantially the forms attached
hereto as Exhibits A-1 through A-7, respectively.

         Class IA-3 Interest Rate: With respect to the initial Interest Accrual
Period is 2.75% per annum, and as to any Interest Accrual Period thereafter,
will be a per annum rate equal to LIBOR


                                       29


<PAGE>

plus 0.65% (subject to a maximum rate of 8.50% per annum and a minimum rate of
0.65% per annum).

         Class IA-4 Interest Rate: With respect to the initial Interest Accrual
Period is 5.75% per annum, and as to any Interest Accrual Period thereafter,
will be a per annum rate equal to 7.85% minus LIBOR (subject to a maximum rate
of 7.85% per annum and a minimum rate of 0.00% per annum).

         Class IA-4 Notional Amount: As of the Closing Date, approximately
$50,000,000, and thereafter, with respect to any Distribution Date will be equal
to Class IA-3 Class Principal Balance.

         Class IA-7 Lockout Percentage: For any Distribution Date, a percentage
(which cannot be greater than 100%) equal to: (i) the Class Principal Balance of
the Class IA-7 certificates; divided by: (ii) the aggregate Scheduled Principal
Balance of all Group I Loans immediately preceding such Distribution Date.

         Class IA-7 Lockout Principal Amount: For any Distribution Date will
equal the sum of: (i) the product of: (a) 0% for each Distribution Date
occurring in January 2002 through December 2006; (b) the Class IA-7 Lockout
Percentage; and (c) the Principal Payment Amount; and (ii) the product of: (a)
the Class IA-7 Lockout Percentage; (b) the Step Down Percentage; and (c) the sum
of the following amounts with respect to the Group I Loans: (1) the Principal
Prepayment Amount and (2) the Group I Senior Liquidation Amount.

          Class IIA Certificates: Class IIA-1, Class IIA-2, Class IIA-3 and
Class IIA-4 Certificates, collectively, and designated as such on the face
thereof in substantially the forms attached hereto as Exhibits A-8 through A-11,
respectively.

         Class IIA-3 Lockout Percentage: For any Distribution Date, a percentage
(which cannot be greater than 100%) equal to: (i) the Class Principal Balance of
the Class IIA-3 certificates; divided by: (ii) the aggregate scheduled Principal
Balance of all Group II Loans immediately preceding such Distribution Date.

         Class IIA-3 Lockout Principal Amount: For any Distribution Date will
equal the sum of: (i) the product of: (a) 0% for each Distribution Date
occurring in January 2002 through December 2006; (b) the Class IIA-3 Lockout
Percentage; and (c) the Principal Payment Amount; and (ii) the product of: (a)
the Class IIA-3 Lockout Percentage; (b) the Step Down Percentage; and (c) the
sum of the following amounts with respect to the Group II Loans: (1) the
Principal Prepayment Amount and (2) the Group II Senior Liquidation Amount.

         Class IIIA Certificates: Class IIIA-1 Certificates, Class IIIA-2
Certificates, Class IIIA-3 Certificates and Class IIIA-4 Certificates,
collectively, and designated as such on the face thereof in substantially the
forms attached hereto as Exhibits A-12 through A-15, respectively.



                                       30


<PAGE>

         Class IIIA-4 Lockout Percentage: For any Distribution Date, a
percentage (which cannot be greater than 100%) equal to: (i) the sum of
$7,000,000 and the Class Principal Balance of the Class IIIA-4 certificates;
divided by: (ii) the aggregate scheduled Principal Balance of all Group III
Loans immediately preceding such Distribution Date (exclusive of the Group III
Discount Fraction of the Group III Discount Loans).

         Class IIIA-4 Lockout Principal Amount: For any Distribution Date will
equal the sum of: (i) the product of: (a) 0% for Distribution Date occurring in
January 2002 through December 2006; (b) the Class IIIA-4 Lockout Percentage; and
(c) the Principal Payment Amount (exclusive of the portion thereof attributable
to the sum of the Group III Discount Fractional Principal Amounts for such
Distribution Date); and (ii) the product of: (a) the Class IIIA-4 Lockout
Percentage; (b) the Step Down Percentage; and (c) the sum of the following
amounts with respect to the Group III Loans: (1) the Principal Prepayment Amount
and (2) the Group III Senior Liquidation Amount.

         Class IVA Certificates: Class IVA-1 Certificates, Class IVA-2
Certificates, Class IVA-3 Certificates, Class IVA-4 Certificates, Class IVA-5
Certificates, Class IVA-6 Certificates, Class IVA-8 Certificates, Class IVA-9
Certificates and Class IVA-10 Certificates, collectively, and designated as such
on the face thereof in substantially the forms attached hereto as Exhibits A-16
through A-24, respectively.

         Class IVA-3 Interest Rate: With respect to the initial Interest Accrual
Period is 2.41% per annum, and as to any Interest Accrual Period thereafter,
will be a per annum rate equal to LIBOR plus 0.50% (subject to a maximum rate of
8.50% per annum and a minimum rate of 0.50% per annum).

         Class IVA-4 Interest Rate: With respect to the initial Interest Accrual
Period is 6.09% per annum, and as to any Interest Accrual Period thereafter,
will be a per annum rate equal to 8.00% minus LIBOR (subject to a maximum rate
of 8.00% per annum and a minimum rate of 0.00% per annum).

         Class IVA-4 Notional Amount: As of the Closing Date, approximately
$50,000,000, and thereafter, with respect to any Distribution Date will be equal
to the Class IVA-3 Class Principal Balance.

         Class IVA-8 Lockout Percentage: For any Distribution Date, a percentage
(which cannot be greater than 100%) equal to: (i) the sum of $21,600,000 and the
Class Principal Balance of the Class IVA-8 certificates; divided by: (ii) the
aggregate scheduled Principal Balance of all Group IV Loans immediately
preceding such Distribution Date (exclusive of the Group IV Discount Fraction of
the Group IV Discount Loans).

         Class IVA-8 Lockout Principal Amount: For any Distribution Date will
equal the sum of: (i) the product of: (a) 0% for each Distribution Date
occurring in January 2002 through December 2006; (b) the Class IVA-8 Lockout
Percentage; and (c) the Principal Payment Amount (exclusive of the



                                       31
<PAGE>

portion thereof attributable to the sum of the Group IV Discount Fractional
Principal Amounts for such Distribution Date); and (ii) the product of: (a) the
Class IVA-8 Lockout Percentage; (b) the Step Down Percentage; and (c) the sum of
the following amounts with respect to the Group IV Loans: (1) the Principal
Payment Amount (exclusive of the portion thereof attributable to the sum of the
Group IV Discount Fractional Principal Amounts for such Distribution Date); and
(2) the Group IV Senior Liquidation Amount.

         Class VA Certificates: Class VA-1, Class VA-2 and Class VA-3
Certificates and designated as such on the face thereof in substantially the
form attached hereto as Exhibit A-25 through A-27, respectively.

         Class VA-3 Notional Amount: As of the Closing Date, approximately
$85,738, and thereafter, with respect to any Distribution Date will be equal to
the excess, if any, of the following amounts:

         (i)      3.076923076% multiplied by the Class Principal Balance of the
                  Class VA-1 Certificates; over

         (ii)     0.7692307692% multiplied by the Class Principal Balance of the
                  Class VA-2 Certificates.

         Class VIA Certificates: Class VIA-1 and Class VIA-2 Certificates and
designated as such on the face thereof in substantially the form attached hereto
as Exhibits A-28 through A-29, respectively.

         Class Notional Amount: With respect to the Class IA-4 Certificates, the
Class IVA-4 Certificates and the Class VA-3 Certificates, the Class IA-4
Notional Amount, Class IVA-4 Notional Amount and Class VA-3 Notional Amount,
respectively.

         Class Principal Balance: For any Class of Certificates (other than the
Interest Only Certificates), the applicable initial Class Principal Balance set
forth in the Preliminary Statement hereto, corresponding to the rights of such
Class in payments of principal due to be passed through to Certificateholders
from principal payments on the Loans, as reduced from time to time by (x)
distributions of principal to Certificateholders of such Class and (y) the
portion of Realized Losses allocated to the Class Principal Balance of such
Class pursuant to Section 3.20 with respect to a given Distribution Date. For
any Distribution Date, the reduction of the Class Principal Balance of any Class
of Certificates pursuant to Section 3.20 shall be deemed effective prior to the
determination and distribution of principal on such Class pursuant to the
definition of "Certificate Distribution Amount". Notwithstanding the foregoing,
the Class Principal Balance of the most subordinate Class of Group I Senior
Certificates outstanding at any time shall be equal to the aggregate Scheduled
Principal Balance of all of the Group I Loans less the Class Principal Balance
of all other Classes of Group I Senior Certificates and Component Principal
Balance of all other Components of Group I Subordinate Components and Group I
Senior Components. Similarly, notwithstanding the foregoing, the Class Principal
Balance of the most subordinate Class of Group


                                       32
<PAGE>


II Senior Certificates outstanding at any time shall be equal to the aggregate
Scheduled Principal Balance of all of the Group II Loans less the Class
Principal Balance of all other Classes of Group II Senior Certificates and
Component Principal Balance of all other Components of Group II Subordinate
Components and Group II Senior Components. Similarly, notwithstanding the
foregoing, the Class Principal Balance of the most subordinate Class of Group
III Senior Certificates outstanding at any time shall be equal to the aggregate
Scheduled Principal Balance of all of the Group III Loans less the Class
Principal Balance of all other Classes of Group III Senior Certificates and
Component Principal Balance of all other Components of Group III Subordinate
Components and Group III Senior Components Similarly, notwithstanding the
foregoing, the Class Principal Balance of the most subordinate Class of Class
Group IV Senior Certificates outstanding at any time shall be equal to the
aggregate Scheduled Principal Balance of all of the Group IV Loans less the
Class Principal Balance of all other Classes of Group IV Senior Certificates and
Component Principal Balance of all other Components of Group IV Subordinate
Components and Group IV Senior Components. Similarly, notwithstanding the
foregoing, the Class Principal Balance of the most subordinate Class of the
Group V Senior Certificates and Crossed Subordinate Certificates outstanding at
any time shall be equal to the aggregate Scheduled Principal Balance of all of
the Group V Loans less the Class Principal Balance of all other Classes of the
Group V Senior Certificates and Crossed Subordinate Certificates and Component
Principal Balance of all other Components of Group V Senior Components.
Similarly, notwithstanding the foregoing, the Class Principal Balance of the
most subordinate Class of Group VI Senior Certificates and Crossed Subordinate
Certificates outstanding at any time shall be equal to the aggregate Scheduled
Principal Balance of all of the Group VI Loans less the Class Principal Balance
of all other Classes of the Group VI Senior Certificates and Crossed Subordinate
Certificates and Component Principal Balance of all other Components of Group VI
Senior Components. The Class Principal Balance for the Class IA-1 Certificates
shall be referred to as the "Class IA-1 Principal Balance", the Class Principal
Balance for the Class IA-2 Certificates shall be referred to as the "Class IA-2
Principal Balance" and so on. The Class Principal Balance of the Interest Only
Certificates shall be zero.

         Class R Certificate: The Certificate designated as "Class R" on the
face thereof in substantially the form attached hereto as Exhibit B, that is
composed of Components R-1 and R-2 each of which has been designated as the sole
class of "residual interests" in REMIC I and REMIC II, respectively, pursuant to
Section 2.1.

         Class R Certificateholder: The registered Holder of the Class R
Certificate.

         Clearing Agency: An organization registered as a "clearing agency"
         pursuant to Section 17A of the Securities and Exchange Act of 1934, as
         amended, which initially shall be DTC.

         Closing Date: December 21, 2001.

         Code: The Internal Revenue Code of 1986, as amended.




                                       33
<PAGE>

         Compensating Interest: For any Distribution Date, with respect to each
Loan Group, as determined separately for each Loan Group, contained therein, the
lesser of (i) the sum of (a) one-twelfth of one-half of the Servicing Fee Rate
of the aggregate outstanding Principal Balance of each Loan Group, as
applicable, on such Distribution Date and (b) the aggregate Payoff Earnings with
respect to the applicable Loan Group, and (ii) the aggregate Uncollected
Interest with respect to the applicable Loan Group.

         Component: A portion of the Class 1A-7, 1A-P, 2A-P, 1A-X, 2A-X, 1M,
1B-1, 1B-2, 1B-3, 1B-4 or 1B-5 Certificates representing parts of the
entitlement of either such Class to principal and/or interest as described in
the Preliminary Statement hereto and the remainder of this Agreement and
hereafter referred to as Component 1A-7-1, 1A-7-2, 1A-P-1, 1A-P-2, 2A-P-1,
2A-P-2, 1A-X-1, 1A-X-2, 1A-X-3, 1A-X-4, 2A-X-1, 2A-X-2, 1M-1, 1M-2, 1M-3, 1M-4,
1B-1-1, 1B-1-2, 1B-1-3, 1B-1- 4, 1B-2-1, 1B-2-2, 1B-2-3, 1B-2-4, 1B-3-1, 1B-3-2,
1B-3-3, 1B-3-4, 1B-4-1, 1B-4-2, 1B-4-3, 1B-4-4, 1B-5-1, 1B-5- 2, 1B-5-3 and
1B-5-4.

         Component 1A-7-1 Accrual Amount: For any Distribution Date prior to the
Credit Support Depletion Date, an amount equal to the accrued interest that
would otherwise be distributable in respect of Component 1A-7-1 of the Class
1A-7 Certificates on such Distribution Date which will be added to the Component
1A-7-1 Component Principal Balance.

         Component 1A-7-2 Accrual Amount: For any Distribution Date prior to the
Credit Support Depletion Date, an amount equal to the accrued interest that
would otherwise be distributable in respect of Component 1A-7-2 of the Class
1A-7 Certificates on such Distribution Date which will be added to the Component
1A-7-2 Component Principal Balance.

         Component 1A-X-1 Notional Amount: As of the Closing Date, approximately
$8,012,983 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group I Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
       Group I Premium Loans as of the first day of such month minus 6.75%
       -------------------------------------------------------------------
                                     6.50%.

         Component 1A-X-2 Notional Amount: As of the Closing Date, approximately
$8,843,611 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group II Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
      Group II Premium Loans as of the first day of such month minus 6.50%
      --------------------------------------------------------------------
                                     6.50%.



                                       34
<PAGE>

         Component 1A-X-3 Notional Amount: As of the Closing Date, approximately
$4,800,873 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group III Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
      Group III Premium Loans as of the first day of such month minus 6.50%
      ---------------------------------------------------------------------
                                     6.50%.

         Component 1A-X-4 Notional Amount. As of the Closing Date, approximately
$10,041,888 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group IV Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
      Group IV Premium Loans as of the first day of such month minus 6.50%
      --------------------------------------------------------------------
                                     6.50%.

         Component 2A-X-1 Notional Amount. As of the Closing Date, approximately
$2,360,794 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group V Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
       Group V Premium Loans as of the first day of such month minus 6.45%
       -------------------------------------------------------------------
                                     6.50%.

         Component 2A-X-2 Notional Amount. As of the Closing Date, approximately
$1,467,790 and with respect to any Distribution Date will equal the total
Principal Balance, as of the first day of the month of such Distribution Date
(after giving effect to all payments scheduled to be made on such date whether
or not received), of the Group VI Premium Loans multiplied by the following
fraction:

              the weighted average of the Pass-Through Rates of the
      Group VI Premium Loans as of the first day of such month minus 6.125%
      ---------------------------------------------------------------------
                                     6.50%.

         Component Notional Amount: With respect to Component 1A-X-1, 1A-X-2,
1A-X-3, 1A-X-4, 2A-X-1 and 2A-X-2 of the Class 1A-X and 2A-X Certificates,
respectively, the Component 1A-X-1 Notional Amount, Component 1A-X-2 Notional
Amount, Component 1A-

                                       35


<PAGE>

X-3 Notional Amount, Component 1A-X-4 Notional Amount, Component 2A-X-1 Notional
Amount and Component 2A-X-2 Notional Amount, respectively.

         Component Principal Balance: For the Principal Only Components and
Subordinate Components, the applicable initial Component Principal Balance
therefor set forth in the Preliminary Statement hereto, corresponding to the
rights of such Component in payments of principal due to be passed through to
the holders of the applicable Certificates from principal payments on the Group
I, Group II, Group III, Group IV, Group V or Group VI Loans, as applicable, as
reduced from time to time by (x) distributions of principal to the holders of
the applicable Certificates in respect of such Component, (y) adjustments for
accrued interest added to principal on the Accrual Components and (z) the
portion of Realized Losses allocated to the Component Principal Balance in
respect of such Component pursuant to the definition of "Realized Loss" with
respect to a given Distribution Date. For any Distribution Date, the reduction
of the Component Principal Balance of any Component pursuant to the definition
of "Realized Loss" shall be deemed effective prior to the determination and
distribution of principal on such Component pursuant to the definition of
"Certificate Distribution Amount." Notwithstanding the foregoing, any amounts
distributed in respect of losses pursuant to paragraphs(I)(E)(v), (I)(E)(vi),
(I)(G)(v), (I)(G)(vi), (I)(I)(v), (I)(I)(vi), (I)(K)(v) or (I)(K)(vi) of the
definition of "Certificate Principal Distribution Amount" shall not cause a
further reduction in the Component 1A-P-1 Component Principal Balance, Component
1A-P-2 Component Principal Balance, Component 2A-P-1 Component Principal Balance
or Component 2A-P-2 Component Principal Balance, respectively. The Component
Principal Balance for Component IM-1 shall be referred to as the "Component IM-1
Principal Balance", the Component Principal Balance for Component IM- 2 shall be
referred to as the "Component IM-2 Principal Balance" and so on. The Component
Principal Balance of the Interest Only Components shall be zero.

         Corporate Trust Office: The corporate trust office of the Trustee in
the State of Texas, 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 600 Travis Street, 9th Floor,
Houston, Texas 77002, Attention: Chris Jackson.

         Credit Support Depletion Date: As determined separately with respect to
each Loan Group (or with respect to the Crossed Subordinate Certificates, the
combination of Loan Group V and Loan Group VI), the first Distribution Date on
which the aggregate of the Class Principal Balances of the Group I, Group II,
Group III or Group IV Subordinate Components or Crossed Subordinate
Certificates, as applicable, has been or will be reduced to zero as a result of
principal distributions thereon and the allocation of Realized Losses on such
Distribution Date.

         Crossed Junior Subordinate Certificates: Class 2B-3 Certificates, Class
2B-4 Certificates and Class 2B-5 Certificates.

         Crossed Senior Subordinate Certificates: Class 2M Certificates, Class
2B-1 Certificates and Class 2B-2 Certificates.


                                       36
<PAGE>

         Crossed Subordinate Certificates: Class 2M, 2B-1, 2B-2, 2B-3, 2B-4 and
2B-5 Certificates.

         Crossed Subordinate Interest Rate: For any Distribution Date will equal
the interest rate as determined by the following formula:

               6.45% multiplied by the Group V Subordinate Amount
                                        +
              6.125% multiplied by the Group VI Subordinate Amount
            --------------------------------------------------------
            Group V Subordinate Amount + Group VI Subordinate Amount

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

         Curtailment Shortfall: With respect to any Curtailment applied with a
Monthly Payment, an amount equal to one month's interest on such Curtailment at
the applicable Pass-Through Rate on such Loan.

         Custodial Account for P&I: The custodial account for principal and
interest established and maintained by, or at the direction of, the Servicer and
caused by the Servicer to be established and maintained pursuant to Section
3.2(b) (i) with the corporate trust department of the Trustee or another
financial institution approved by the Servicer such that the rights of such
Servicer, the Trustee and the Certificateholders thereto shall be fully
protected against the claims of any creditors of the Servicer and of any
creditors or depositors of the institution in which such account is maintained,
(ii) within FDIC insured accounts (or other accounts with comparable insurance
coverage acceptable to each Rating Agency) created and maintained, by or at the
direction of the Servicer, and monitored by the Servicer or (iii) in a separate
non-trust account without FDIC or other insurance in an Eligible Institution. In
the event that a Custodial Account for P&I is established pursuant to clause
(ii) of the preceding sentence, amounts held in such Custodial Account for P&I
shall not exceed the level of deposit insurance coverage on such account;
accordingly, more than one Custodial Account for P&I may be established.

         Custodial Agreement: The agreement, if any, among the Servicer, the
Trustee and a Custodian providing for the safekeeping of the Mortgage Files on
behalf of the Certificateholders.

         Custodian: A custodian which is appointed pursuant to a Custodial
Agreement. Any Custodian so appointed shall act as agent on behalf of the
Trustee, and shall be compensated by the Trustee at no additional charge to the
Servicer. 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.


                                       37

<PAGE>

         Cut-Off Date: December 1, 2001.

         Data: As defined in Section 8.14.

         Defaulted Loan: As of any Determination Date, any Loan for which any
payment of principal of or interest on such Loan is more than 89 days past due,
determined without giving effect to any grace period permitted by the related
Mortgage or Mortgage Note or any other document in the Mortgage File.

         Definitive Certificates: As defined in Section 5.7.

         Denomination: The amount specified on a Certificate as representing the
aggregate Principal Balance of the Loans as of the Cut-Off Date evidenced by
such Certificate.

         Depositor: ABN AMRO Mortgage Corporation, a Delaware corporation, or
its successor-in-interest.

         Depository: DTC or any successor thereto.

         Depository Agreement: The Letter of Representations, dated December 21,
2001 by and among DTC, the Depositor and the Trustee.

         Determination Date: A day not later than the 10th day (or, if such 10th
day is not a Business Day, the Business Day immediately preceding such 10th day)
preceding a related Distribution Date in the month in which such Distribution
Date occurs.

         Disqualified Organization: A "disqualified organization" as defined in
Section 860E(e)(5) of the Code, and, for purposes of Section 5.1 herein, as
defined in Section 5.1(b).

         Distribution Date: With respect to distributions on the Certificates,
the 25th day (or, if such 25th day is not a Business Day, the Business Day
immediately succeeding such 25th day) of each month, with the first such date
being January 25, 2002. The "related Due Date" for any Distribution Date is the
Due Date immediately preceding such Distribution Date.

         DTC: The Depository Trust Company.

         DTC Participant: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of securities
deposited with DTC.

         Due Date: The first day of each calendar month, which is the day on
which the Monthly Payment for each Loan is due.


                                       38

<PAGE>

         Eligible Account: Any account or accounts held and established by the
Servicer or the Trustee in trust for the Certificateholders at any Eligible
Institution.

         Eligible Institution: An institution having (i) the highest short-term
debt rating, and one of the two highest long-term debt ratings of each Rating
Agency, (ii) with respect to any Custodial Account for P&I, an unsecured
long-term debt rating of at least one of the two highest unsecured long-term
debt ratings of each Rating Agency, or (iii) the approval of each Rating Agency.

         Eligible Investments: Any one or more of the following obligations or
securities payable on demand or having a scheduled maturity on or before the
Business Day preceding the following Distribution Date, regardless of whether
issued by the Depositor, the Servicer, the Trustee or any of their respective
Affiliates and having at the time of purchase, or at such other time as may be
specified, the required ratings, if any, provided for in this definition:

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

                  (b) direct obligations of, or guaranteed as to timely payment
         of principal and interest by, FHLMC, FNMA or the Federal Farm Credit
         System, provided, that any such obligation, at the time of purchase or
         contractual commitment providing for the purchase thereof, is qualified
         by each Rating Agency as an investment of funds backing securities
         rated "Aaa" in the case of Moody's and "AAA" in the case of S&P (the
         initial rating of the Class A Certificates);

                  (c) demand and time deposits in or certificates of deposit of,
         or bankers' acceptances issued by, any bank or trust company, savings
         and loan association or savings bank, provided, that the short-term
         deposit ratings and/or long-term unsecured debt obligations of such
         depository institution or trust company (or in the case of the
         principal depository institutions in a holding company system, the
         commercial paper or long-term unsecured debt obligations of such
         holding company) have, in the case of commercial paper, the highest
         rating available for such securities by each Rating Agency and, in the
         case of long-term unsecured debt obligations, one of the two highest
         ratings available for such securities by each Rating Agency, or in each
         case such lower rating as will not result in the downgrading or
         withdrawal of the rating or ratings then assigned to any Class of
         Certificates by any Rating Agency but in no event less than the initial
         rating of the Senior Certificates;

                  (d) general obligations of or obligations guaranteed by any
         state of the United States or the District of Columbia receiving one of
         the two highest long-term debt ratings available for such securities by
         each Rating Agency, or such lower rating as will not


                                       39
<PAGE>

         result in the downgrading or withdrawal of the rating or ratings then
         assigned to any Class of Certificates by any Rating Agency;

                  (e) commercial or finance company paper (including both non-
         interest-bearing discount obligations and interest-bearing obligations
         payable on demand or on a specified date not more than one year after
         the date of issuance thereof) that is rated by each Rating Agency in
         its highest short-term unsecured rating category at the time of such
         investment or contractual commitment providing for such investment, and
         is issued by a corporation the outstanding senior long-term debt
         obligations of which are then rated by each Rating Agency in one of its
         two highest long-term unsecured rating categories, or such lower rating
         as will not result in the downgrading or withdrawal of the rating or
         ratings then assigned to any Class of Certificates by any Rating Agency
         but in no event less than the initial rating of the Group I and Group
         II Senior Certificates;

                  (f) guaranteed reinvestment agreements issued by any bank,
         insurance company or other corporation rated in one of the two highest
         rating levels available to such issuers by each Rating Agency at the
         time of such investment, provided, that any such agreement must by its
         terms provide that it is terminable by the purchaser without penalty in
         the event any such rating is at any time lower than such level;

                  (g) repurchase obligations with respect to any security
         described in clause (a) or (b) above entered into with a depository
         institution or trust company (acting as principal) meeting the rating
         standards described in (c) above;

                  (h) securities bearing interest or sold at a discount that are
         issued by any corporation incorporated under the laws of the United
         States of America or any State thereof and rated by each Rating Agency
         in one of its two highest long-term unsecured rating categories at the
         time of such investment or contractual commitment providing for such
         investment; provided, however, that securities issued by any such
         corporation will not be Eligible Investments to the extent that
         investment therein would cause the outstanding principal amount of
         securities issued by such corporation that are then held as part of the
         Certificate Account to exceed 20% of the aggregate principal amount of
         all Eligible Investments then held in the Certificate Account;

                  (i) units of taxable money market funds (including those for
         which the Trustee or any Affiliate thereof receives compensation with
         respect to such investment) which funds have been rated by each Rating
         Agency in its highest rating category or which have been designated in
         writing by each Rating Agency as Eligible Investments with respect to
         this definition;

                  (j) if previously confirmed in writing to the Trustee, any
         other demand, money market or time deposit, or any other obligation,
         security or investment, as may be



                                       40
<PAGE>

         acceptable to each Rating Agency as a permitted investment of funds
         backing securities having ratings equivalent to the initial rating of
         the Class A Certificates; and

                  (k) such other obligations as are acceptable as Eligible
         Investments to each Rating Agency;

provided, however, that such instrument continues to qualify as a "cash flow
investment" pursuant to Code Section 860G(a)(6) and that no instrument or
security shall be an Eligible Investment if (i) such instrument or security
evidences a right to receive only interest payments or (ii) the right to receive
principal and interest payments derived from the underlying investment provides
a yield to maturity in excess of 120% of the yield to maturity at par of such
underlying investment.

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

         Escrow Account: As defined in Section 3.4.

         Escrow Payment: Any payment received by the Servicer for the account of
any Mortgagor for application toward the payment of taxes, insurance premiums,
assessments and similar items in respect of the related Mortgaged Property.

         Event of Default: Any event of default as specified in Section 7.1.

         Excess Liquidation Proceeds: With respect to any Distribution Date, the
excess, if any, of aggregate Liquidation Proceeds in the applicable Prepayment
Period over the amount that would have been received if a Payoff had been made
on the last day of such applicable Prepayment Period with respect to each Loan
which became a Liquidated Loan during such applicable Prepayment Period.

         Excess Loss: A Special Hazard Loss incurred on a Loan in excess of the
applicable Special Hazard Coverage, a Fraud Loss incurred on a Loan in excess of
the applicable Fraud Coverage and a Bankruptcy Loss incurred on a Loan in excess
of the applicable Bankruptcy Coverage.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

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

         Federal Funds Rate: For any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York on the preceding Business Day
opposite the caption "Federal Funds (Effective)"; or, if for any relevant day
such rate is not so published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by the Trustee of the rates
for the last


                                       41
<PAGE>

transaction in overnight Federal funds arranged before 9:00 a.m. (New York City
time) on that day by each of three leading brokers of Federal funds transactions
in New York City selected by the Trustee.

         FHA: Federal Housing Administration, or any successor thereto.

         FHLMC: Freddie Mac, or any successor thereto.

         FNMA: Fannie Mae, or any successor thereto.

         Fraud Coverage: With respect to each Loan Group (or, with respect to
combined Loan Group V and Loan group VI), as of the Cut-Off Date approximately
$4,245,042 for Loan Group I and $1,742,583 for Loan Group II, $1,607,525 for
Loan Group III, $4,860,585 for Loan Group IV and $2,583,046 for combined Loan
Group V and Loan Group VI, and thereafter, the applicable Fraud Coverage will
generally be equal to (1) prior to the third Anniversary, an amount equal to
1.00% of the aggregate Principal Balance of all Group I, Group II, Group III,
Group IV or combined Loan Group V and Loan Group VI Loans, as applicable, as of
the Cut-Off Date minus the aggregate amounts allocated to the Certificates with
respect to Fraud Losses on the Group I, Group II, Group III, Group IV or
combined Loan Group V and Loan Group VI Loans, as applicable, up to such date of
determination and (2) from the third to the fifth Anniversary, an amount equal
to (a) 0.50% of the aggregate Principal Balance of all Group I, Group II, Group
III, Group IV or combined Loan Group V and Loan Group VI, as applicable, as of
the Due Date of the calender month preceding the most recent Anniversary minus
(b) the aggregate amounts allocated to the related Group I, Group II, Group III,
Group IV or combined Loan Group V and Loan Group VI. certificates with respect
to Fraud Losses on the related Loans since the most recent Anniversary up to
such date of determination. On and after the fifth Anniversary, the applicable
Fraud Coverage will be zero. The applicable Fraud Coverage may be reduced upon
written confirmation from each Rating Agency that such reduction will not
adversely affect the then current ratings assigned to the related Certificates
by each Rating Agency.

         Fraud Loss: The occurrence of a loss on a Loan arising from any action,
event or state of facts with respect to such Loan which, because it involved or
arose out of any dishonest, fraudulent, criminal, negligent or knowingly
wrongful act, error or omission by the Mortgagor, originator (or assignee
thereof) of such Loan, Lender, or the Servicer, would result in an exclusion
from, denial of, or defense to coverage which otherwise would be provided by an
insurance policy previously issued with respect to such Loan.

         Group I Aggregate Certificate Principal Balance: At any given time, the
sum of the then current Class Principal Balances and Component Principal
Balances of all Classes of Group I Senior Certificates, Group I Senior
Components and Group I Subordinate Components.

         Group I Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Component Principal Balances of the Group I Subordinate
Components immediately prior to


                                       42

<PAGE>

such Distribution Date divided by the aggregate Scheduled Principal Balance of
all of the Group I Loans immediately prior to such Distribution Date.

         Group I Certificates:  The Group I Senior Certificates.

         Group I Components: The Group I Senior and Group I Subordinate
Components.

         Group I Junior Subordinate Components: Component 1B-3-1 of the Class
1B-3 Certificates, Component 1B-4-1 of the Class 1B-4 Certificates and Component
1B-5-1 of the Class 1B-5 Certificates.

         Group I Loan: The Loans designated on the Loan Schedule as Group I
Loans.

         Group I Premium Loans: All Group I Loans having Pass-Through Rates in
excess of 6.75%.

         Group I Senior Certificates: The Class IA Certificates and Class R
Certificate.

         Group I Senior Components: Component 1A-X-1 of the Class 1A-X
Certificates.

         Group I Senior Liquidation Amount: The aggregate, for each Group I Loan
which became a Liquidated Loan during the applicable Prepayment Period, of the
lesser of: (i) the Group I Senior Percentage of the Principal Balance of such
Group I Loan, and (ii) the Group I Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group I Loan.

         Group I Senior Percentage: As of the Closing Date, approximately
96.85%, and thereafter, with respect to any Distribution Date, the sum of the
Class Principal Balances of the Class IA Certificates and the Class R
Certificate, divided by the aggregate Scheduled Principal Balance of all of the
Group I Loans, in each case immediately prior to such Distribution Date.

         Group I Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which the Group I Senior Percentage for such
Distribution Date exceeds the initial Group I Senior Percentage, as of the
Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month of
January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group I Loans
         which are 60 or more days delinquent (including loans in foreclosure
         and property held by the Trust Fund) for each of the immediately
         preceding six calendar months is less than or equal to 50% of the Group
         I Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Realized Losses on the Group I Loans allocated
         to the Subordinate Certificates are less than or equal to the following
         amounts:



                                       43
<PAGE>

<TABLE>
<CAPTION>
                                                           PERCENTAGE OF THE GROUP I SUBORDINATE
    DISTRIBUTION DATE OCCURRING IN                             AMOUNT AS OF THE CUT-OFF DATE
    ------------------------------                         -------------------------------------
<S>                                                        <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009through December 2009.....................                      40%
January2010 through December 2010.....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>

  in which case, the Group I Senior Prepayment Percentage shall be as follows:

<TABLE>
<CAPTION>
        DISTRIBUTION DATE OCCURRING IN                         SENIOR PREPAYMENT PERCENTAGE
        ------------------------------                         ----------------------------
<S>                                             <C>
January 2002 through December 2006............. 100%

January 2007 through December 2007............. GROUP I SENIOR PERCENTAGE + 70% of GROUP I SUBORDINATE PERCENTAG

January 2008 through December 2008............. GROUP I SENIOR PERCENTAGE + 60% of GROUP I SUBORDINATE PERCENTAGE

January 2009 through December 2009............. GROUP I SENIOR PERCENTAGE + 40% of GROUP I SUBORDINATE PERCENTAGE

January 2010 through December 2010............. GROUP I SENIOR PERCENTAGE + 20% of GROUP I SUBORDINATE PERCENTAGE

January 2011 and thereafter.................... GROUP I SENIOR PERCENTAGE
</TABLE>

         If on any Distribution Date the allocation to the Group I Certificates
of Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Group I Certificates below zero, the Group I
Senior Prepayment Percentage for such Distribution Date shall be limited to the
percentage necessary to reduce such sum to zero.

         Group I Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group I Senior Percentage of the Principal Payment
Amount for the Group I Loans, (b) the Group I Senior Prepayment Percentage of
the Principal Prepayment Amount for the Group I Loans and (c) the Group I Senior
Liquidation Amount.

         Group I Senior Subordinate Components: Component 1M-1 of the Class 1M
Certificates, Component 1B-1-1 of the Class 1B-1 Certificates and Component
1B-2-1 of the Class 1B-2 Certificates.

         Group I Subordinate Amount: The excess of the aggregate Scheduled
Principal Balance of the Group I Loans minus the sum of the Certificate
Principal Balances of the Class IA Certificates and the Class R Certificate.

         Group I Subordinate Components: Component 1M-1 of the Class 1M
Certificates, Component 1B-1-1 of the Class 1B-1 Certificates, Component 1B-2-1
of the Class 1B-2 Certificates, Component 1B-3-1 of the Class 1B-3 Certificates,
Component 1B-4-1 of the Class 1B-4 Certificates and Component 1B-5-1 of the
Class 1B-5 Certificates.

         Group II Aggregate Certificate Principal Balance: At any given time,
the sum of the then current Class Principal Balances of all Classes of Group II
Senior Certificates, Group II Senior Components and Group II Subordinate
Components.


                                       44
<PAGE>

         Group II Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Component Principal Balances of the Group II Subordinate
Components immediately prior to such Distribution Date divided by the aggregate
Scheduled Principal Balance of all of the Group II Loans immediately prior to
such Distribution Date.

         Group II Certificates:  The Group II Senior Certificates.

         Group II Components: The Group II Senior and Group II Subordinate
Components.

         Group II Junior Subordinate Components: Component 1B-3-2 of the Class
1B-3 Certificates, Component 1B-4-2 of the Class 1B-4 Certificates and Component
1B-5-2 of the Class 1B-5 Certificates.

         Group II Loan: The Loans designated on the Loan Schedule as Group II
Loans.

         Group II Premium Loans: All Group II Loans having Pass-Through Rates in
excess of 6.50%.

         Group II Senior Certificates:  The Class IIA Certificates.

         Group II Senior Components: Component 1A-X-2 of the Class 1A-X
Certificates.

         Group II Senior Liquidation Amount: The aggregate, for each Group II
Loan which became a Liquidated Loan during the applicable Prepayment Period, of
the lesser of: (i) the Group II Senior Percentage of the Principal Balance of
such Group II Loan, and (ii) the Group II Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group II Loan.

         Group II Senior Percentage: As of the Closing Date, approximately
96.85%, and thereafter, with respect to any Distribution Date, the sum of the
Class Principal Balances of the Class IIA Certificates divided by the aggregate
Scheduled Principal Balance of all of the Group II Loans, in each case
immediately prior to such Distribution Date.

         Group II Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which the Group II Senior Percentage for such
Distribution Date exceeds the initial Group II Senior Percentage, as of the
Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month of
January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group II Loans
         which are 60 or more days delinquent (including loans in foreclosure
         and property held by the Trust Fund) for each of the immediately
         preceding six calendar months is less than or equal to 50% of the Group
         II Subordinate Amount as of such Distribution Date, and


                                       45

<PAGE>

                  (b) cumulative Realized Losses on the Group II Loans allocated
         to the Group II Subordinate Components are less than or equal to the
         following amounts:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF THE GROUP II
                                                                        SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                            <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009 through December 2009....................                      40%
January 2010 through December 2010....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>

 in which case, the Group II Senior Prepayment Percentage shall be as follows:

<TABLE>
<CAPTION>
        DISTRIBUTION DATE OCCURRING IN                               SENIOR PREPAYMENT PERCENTAGE
        ------------------------------                               ----------------------------
<S>                                             <C>
January 2002 through December 2006............. 100%

January 2007 through December 2007............. GROUP II SENIOR PERCENTAGE + 70% of GROUP II SUBORDINATE PERCENTAGE

January 2008 through December 2008............. GROUP II SENIOR PERCENTAGE + 60% of GROUP II SUBORDINATE PERCENTAGE

January 2009 through December 2009............. GROUP II SENIOR PERCENTAGE + 40% of GROUP II SUBORDINATE PERCENTAGE

January 2010 through December 2010............. GROUP II SENIOR PERCENTAGE + 20% of GROUP II SUBORDINATE PERCENTAGE

January 2011 and thereafter.................... GROUP II SENIOR PERCENTAGE
</TABLE>

         If on any Distribution Date the allocation to the Group II Certificates
of Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Group II Certificates below zero, the Group II
Senior Prepayment Percentage for such Distribution Date shall be limited to the
percentage necessary to reduce such sum to zero.

         Group II Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group II Senior Percentage of the Principal Payment
Amount for the Group II Loans, (b) the Group II Senior Prepayment Percentage of
the Principal Prepayment Amount for the Group II Loans, and (c) the Group II
Senior Liquidation Amount.

         Group II Senior Subordinate Components: Component 1M-2 of the Class 1M
Class Certificates, Component 1B-1-2 of the Class 1B-1 Certificates and
Component 1B-2-2 of the Class 1B-2 Certificates.

         Group II Subordinate Amount: The excess of the aggregate Scheduled
Principal Balance of the Group II Loans minus the sum of Certificate Principal
Balances of the Class IIA Certificates.

         Group II Subordinate Components: Component 1M-2 of the Class 1M
Certificates, Component 1B-1-2 of the Class 1B-1 Certificates, Component 1B-2-2
of the Class 1B-2 Certificates, Component 1B-3-2 of the Class 1B-3 Certificates,
Component 1B-4-2 of the Class 1B-4 Certificates and Component 1B-5-2 of the
Class 1B-5 Certificates.



                                       46
<PAGE>

         Group III Aggregate Certificate Principal Balance: At any given time,
the sum of the then current Class Principal Balances of all Classes of Group III
Senior Certificates, Group III Senior Components and Group III Subordinate
Components.

         Group III Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Component Principal Balances of the Group III Subordinate
Components immediately prior to such Distribution Date divided by the aggregate
Scheduled Principal Balance of all of the Group III Loans immediately prior to
such Distribution Date.

         Group III Certificates:  Group III Senior Certificates.

         Group III Components: The Group III Senior and Group III Subordinate
Components.

         Group III Discount Fraction: For any Group III Discount Loan, the
following fraction:

          6.50% - the Pass-Through Rate on such Group III Discount Loan
          -------------------------------------------------------------
                                     6.50%.

         Group III Discount Fractional Principal Amount: On each Distribution
Date, an amount equal to the product of the Group III Discount Fraction
multiplied by the sum of (i) scheduled payments of principal on each Group III
Discount Loan due on or before the related Due Date in respect of which no
distribution has been made on any previous Distribution Date and which were
received by the Determination Date, or which have been advanced as part of an
Advance with respect to such Distribution Date, (ii) the principal portion
received in respect of each Group III Discount Loan during the Prepayment Period
of (a) Curtailments, (b) Insurance Proceeds, (c) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase Obligation or any
repurchase of a Group III Discount Loan permitted hereunder and (d) Liquidation
Proceeds and (iii) the principal portion of Payoffs received in respect of each
Group III Discount Loan during the applicable Prepayment Period.

         Group III Discount Fractional Principal Shortfall: For any Distribution
Date, an amount equal to the Group III Discount Fraction of any Realized Loss on
a Group III Discount Loan, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the applicable Special Hazard Coverage, applicable
Fraud Coverage or applicable Bankruptcy Coverage.

         Group III Discount Loan: The Group III Loans having Pass-Through Rates
of less than 6.50% per annum.

         Group III Junior Subordinate Components: Component 1B-3-3 of the Class
1B-3 Certificates, Component 1B-4-3 of the Class 1B-4 Certificates and Component
1B-5-3 of the Class 1B-5 Certificates.


                                       47

<PAGE>

         Group III Premium Loan: All Group III Loans having Pass-Through Rates
in excess of 6.50% per annum.

         Group III Senior Certificates:  The Class IIIA Certificates.

         Group III Senior Components: Component 1A-P-1 of the Class 1A-P
Certificates, Component 1A-X-3 of the Class 1A-X Certificates and Component
1A-7-1 of the Class 1A-7 Certificates.

         Group III Senior Liquidation Amount: The aggregate, for each Group III
Loan which became a Liquidated Loan during the applicable Prepayment Period, of
the lesser of: (i) the Group III Senior Percentage of the Principal Balance of
such Group III Loan (exclusive of the Group III Discount Fraction thereof, if
applicable), and (ii) the Group III Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group III Loan.

         Group III Senior Percentage: As of the Closing Date will be
approximately 96.85% and, thereafter, with respect to any Distribution Date the
sum of the class Principal Balances of the Class IIIA Certificates (other than
Component 1A-P-1 of the Class 1A-P Certificates) and Component Principal Balance
of Component 1A-7-1 of the Class 1A-7 Certificates divided by the aggregate
Scheduled Principal Balance of all Group III Loans, in each case, immediately
preceding such Distribution Date (exclusive of the Group III Discount Fraction
of the Group III Discount Loans).

         Group III Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which the Group III Senior Percentage for such
Distribution Date exceeds the initial Group III Senior Percentage, as of the
Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month of
January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group III
         Loans which are 60 or more days delinquent (including loans in
         foreclosure and property held by the Trust Fund) for each of the
         immediately preceding six calendar months is less than or equal to 50%
         of the Group III Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Realized Losses on the Group III Loans
         allocated to the Group III Subordinate Components are less than or
         equal to the following amounts:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF THE GROUP III
                                                                        SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                            <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009 through December 2009....................                      40%
January 2010 through December 2010....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>


                                       48
<PAGE>

 in which case, the Group III Senior Prepayment Percentage shall be as follows:

<TABLE>
<CAPTION>
      DISTRIBUTION DATE OCCURRING IN                               SENIOR PREPAYMENT PERCENTAGE
      ------------------------------                               ----------------------------
<S>                                          <C>
January 2002 through December 2006.........  100%
January 2007 through December 2007.........  GROUP III SENIOR PERCENTAGE + 70% of GROUP III SUBORDINATE PERCENTAGE
January 2008 through December 2008.........  GROUP III SENIOR PERCENTAGE + 60% of GROUP III SUBORDINATE PERCENTAGE
January 2009 through December 2009.........  GROUP III SENIOR PERCENTAGE + 40% of GROUP III SUBORDINATE PERCENTAGE
January 2010 through December 2010.........  GROUP III SENIOR PERCENTAGE + 20% of GROUP III SUBORDINATE PERCENTAGE
January 2011 and thereafter................  GROUP III SENIOR PERCENTAGE
</TABLE>

         If on any Distribution Date the allocation to the Group III
Certificates (other than Component 1A-P-1 of the Class 1A-P Certificates) of
Principal Prepayments in the percentage required would reduce the sum of the
Class Principal Balances of the Group III Certificates (other than Component
1A-P-1 of the Class 1A-P Certificates) below zero, the Group III Senior
Prepayment Percentage for such Distribution Date shall be limited to the
percentage necessary to reduce such sum to zero. Notwithstanding the foregoing,
however, on each Distribution Date, the Class 1A-P Certificates will receive the
Group III Discount Fraction of all Principal Prepayments, including, without
limitation, Principal Prepayments, received in respect of each Group III
Discount Loan.

         Group III Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group III Senior Percentage of the Principal Payment
Amount for the Group III Loans (exclusive of the sum of the Group III Discount
Fractional Principal Amounts for such Distribution Date), (b) the Group III
Senior Prepayment Percentage of the Principal Prepayment Amount for the Group
III Loans (exclusive of the sum of the Group III Discount Fractional Principal
Amounts for such Distribution Date) and (c) the Group III Senior Liquidation
Amount.

         Group III Senior Subordinate Components: Component 1M-3 of the Class 1M
Certificates, Component 1B-1-3 of the Class 1B-1 Certificates and Component
1B-2-3 of the Class 1B-2 Certificates.

         Group III Subordinate Components: Component 1M-3 of the Class 1M
Certificates, Component 1B-1-3 of the Class 1B-1 Certificates, Component 1B-2-3
of the Class 1B-2 Certificates, Component 1B-3-3 of the Class 1B-3 Certificates,
Component 1B-4-3 of the Class 1B-4 Certificates and Component 1B-5-3 of the
Class 1B-5 Certificates..

         Group IV Aggregate Certificate Principal Balance: At any given time,
the sum of the then current Certificate Principal Balances and Component
Principal Balances of all Classes of Group IV Senior Certificates, Group IV
Senior Components and Group IV Subordinate Components.

         Group IV Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Class Principal Balances of the Group IV Subordinate
Components immediately prior to


                                       49
<PAGE>

such Distribution Date divided by the aggregate Scheduled Principal Balance of
all of the Group IV Loans immediately prior to such Distribution Date.

         Group IV Certificates: Group IV Senior Certificates.

         Group IV Components: The Group IV Senior and Group IV Subordinate
Components.

         Group IV Discount Fraction: For any Group IV Discount Loan, the
following fraction:

          6.50% - the Pass-Through Rate on such Group IV Discount Loan
          ------------------------------------------------------------
                                     6.50%.

         Group IV Discount Fractional Principal Amount: On each Distribution
Date, an amount equal to the product of the Group IV Discount Fraction
multiplied by the sum of (i) scheduled payments of principal on each Group IV
Discount Loan due on or before the related Due Date in respect of which no
distribution has been made on any previous Distribution Date and which were
received by the Determination Date, or which have been advanced as part of an
Advance with respect to such Distribution Date, (ii) the principal portion
received in respect of each Group IV Discount Loan during the Prepayment Period
of (a) Curtailments, (b) Insurance Proceeds, (c) the amount, if any, of the
principal portion of the Purchase Price pursuant to a Purchase Obligation or any
repurchase of a Group IV Discount Loan permitted hereunder and (d) Liquidation
Proceeds and (iii) the principal portion of Payoffs received in respect of each
Group IV Discount Loan during the applicable Prepayment Period.

         Group IV Discount Fractional Principal Shortfall: For any Distribution
Date, an amount equal to the Group IV Discount Fraction of any Realized Loss on
a Group IV Discount Loan, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the applicable Special Hazard Coverage, applicable
Fraud Coverage or applicable Bankruptcy Coverage.

         Group IV Discount Loan: The Group IV Loans having Pass-Through Rates of
less than 6.50% per annum.

         Group IV Junior Subordinate Components: The Component 1B-3-4 of the
Class 1B-3 Certificates, Component 1B-4-4 of the Class 1B-4 and Component 1B-5-4
of the Class 1B-5 Certificates.

         Group IV Premium Loan: All Group IV Loans having Pass-Through Rates in
excess of 6.50% per annum.

         Group IV Senior Certificates:  The Class IVA Certificates.


                                       50
<PAGE>

         Group IV Senior Components: Component 1A-P-2 of the Class 1A-P
Certificates, Component 1A-X-4 of the Class 1A-X Certificates and Component
1A-7-2 of the Class 1A-7 Certificates.

         Group IV Senior Liquidation Amount: The aggregate, for each Group IV
Loan which became a Liquidated Loan during the applicable Prepayment Period, of
the lesser of: (i) the Group IV Senior Percentage of the Principal Balance of
such Group IV Loan (exclusive of the Group IV Discount Fraction thereof, if
applicable), and (ii) the Group IV Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group IV Loan.

         Group IV Senior Percentage: As of the Closing Date will be
approximately 96.84% and, thereafter, with respect to any Distribution Date the
sum of the class Principal Balances of the Class IVA Certificates (other than
Component 1A-P-2 of the Class 1A-P Certificates) and Component Principal Balance
of Component 1A-7-2 of the Class 1A-7 Certificates divided by the aggregate
Scheduled Principal Balance of all Group IV Loans, in each case, immediately
preceding such Distribution Date (exclusive of the Group IV Discount Fraction of
the Group IV Discount Loans).

         Group IV Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which the Group IV Senior Percentage for such
Distribution Date exceeds the initial Group IV Senior Percentage, as of the
Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month of
January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group IV Loans
         which are 60 or more days delinquent (including loans in foreclosure
         and property held by the Trust Fund) for each of the immediately
         preceding six calendar months is less than or equal to 50% of the Group
         IV Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Realized Losses on the Group IV Loans allocated
         to the Group IV Subordinate Components are less than or equal to the
         following amounts:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF THE GROUP IV
                                                                        SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                            <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009 through December 2009....................                      40%
January 2010 through December 2010....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>

  in which case, the Group IV Senior Prepayment Percentage shall be as follows:

<TABLE>
<CAPTION>
       DISTRIBUTION DATE OCCURRING IN                               SENIOR PREPAYMENT PERCENTAGE
       ------------------------------                               ----------------------------
<S>                                           <C>
January 2002 through December 2006..........  100%

January 2007 through December 2007..........  GROUP IV SENIOR PERCENTAGE + 70% of GROUP IV SUBORDINATE PERCENTAGE

January 2008 through December 2008..........  GROUP IV SENIOR PERCENTAGE + 60% of GROUP IV SUBORDINATE PERCENTAGE

January 2009 through December 2009..........  GROUP IV SENIOR PERCENTAGE + 40% of GROUP IV SUBORDINATE PERCENTAGE

January 2010 through December 2010..........  GROUP IV SENIOR PERCENTAGE + 20% of GROUP IV SUBORDINATE PERCENTAGE

January 2011 and thereafter.................  GROUP IV SENIOR PERCENTAGE
</TABLE>


                                       51
<PAGE>

         If on any Distribution Date the allocation to the Group IV Certificates
(other than Component 1A-P-2 of the Class 1A-P Certificates) of Principal
Prepayments in the percentage required would reduce the sum of the Class
Principal Balances of the Group IV Certificates (other than Component 1A-P-2 of
the Class 1A-P Certificates) below zero, the Group IV Senior Prepayment
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the
foregoing, however, on each Distribution Date, the Class 1A-P Certificates will
receive the Group IV Discount Fraction of all Principal Prepayments, including,
without limitation, Principal Prepayments, received in respect of each Group IV
Discount Loan.

         Group IV Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group IV Senior Percentage of the Principal Payment
Amount for the Group IV Loans (exclusive of the sum of the Group IV Discount
Fractional Principal Amounts for such Distribution Date), (b) the Group IV
Senior Prepayment Percentage of the Principal Prepayment Amount for the Group IV
Loans (exclusive of the sum of the Group IV Discount Fractional Principal
Amounts for such Distribution Date) and (c) the Group IV Senior Liquidation
Amount.

         Group IV Senior Subordinate Components: Component 1M-4 of the Class 1M
Certificates, Component 1B-1-4 of the Class 1B-1 Certificates and Component
1B-2-4 of the Class 1B-2 Certificates.

         Group IV Subordinate Components: Component 1M-4 of the Class 1M
Certificates, Component 1B-1-4 of the Class 1B-1 Certificates, Component 1B-2-4
of the Class 1B-2 Certificates, Component 1B-3-4 of the Class 1B-3 Certificates,
Component 1B-4-4 of the Class 1B-4 Certificates and Component 1B-5-4 of the
Class 1B-5 Certificates.

         Group V Aggregate Certificate Principal Balance: At any given time, the
sum of the then current Certificate Principal Balances and Component Principal
Balances of all Classes of Group V Senior Certificates, Group V Senior
Components and Crossed Subordinate Certificates.

         Group V Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Class Principal Balances of the Crossed Subordinate
Certificates immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Group II Loans immediately
prior to such Distribution Date.

         Group V Certificates:  Group V Senior Certificates.


                                       52

<PAGE>

         Group V Discount Fraction: For any Group V Discount Loan, the following
fraction:

           6.45%- the Pass-Through Rate on such Group V Discount Loan
           ----------------------------------------------------------
                                     6.45%.

         Group V Discount Fractional Principal Amount: On each Distribution
Date, an amount equal to the product of the Group V Discount Fraction multiplied
by the sum of (i) scheduled payments of principal on each Group V Discount Loan
due on or before the related Due Date in respect of which no distribution has
been made on any previous Distribution Date and which were received by the
Determination Date, or which have been advanced as part of an Advance with
respect to such Distribution Date, (ii) the principal portion received in
respect of each Group V Discount Loan during the Prepayment Period of (a)
Curtailments, (b) Insurance Proceeds, (c) the amount, if any, of the principal
portion of the Purchase Price pursuant to a Purchase Obligation or any
repurchase of a Group V Discount Loan permitted hereunder and (d) Liquidation
Proceeds and (iii) the principal portion of Payoffs received in respect of each
Group V Discount Loan during the applicable Prepayment Period.

         Group V Discount Fractional Principal Shortfall: For any Distribution
Date, an amount equal to the Group V Discount Fraction of any Realized Loss on a
Group V Discount Loan, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the applicable Special Hazard Coverage, applicable
Fraud Coverage or applicable Bankruptcy Coverage.

         Group V Discount Loan: The Group V Loans having Pass-Through Rates of
less than 6.45% per annum.

         Group V Premium Loan: All Group V Loans having Pass-Through Rates in
excess of 6.45% per annum.

         Group V Senior Certificates:  The Class VA Certificates.

         Group V Senior Components: Component 2A-P-1 of the Class 2A-P
Certificates and Component 2A-X-1 of the Class 2A-X Certificates.

         Group V Senior Liquidation Amount: The aggregate, for each Group V Loan
which became a Liquidated Loan during the applicable Prepayment Period, of the
lesser of: (i) the Group V Senior Percentage of the Principal Balance of such
Group V Loan (exclusive of the Group V Discount Fraction thereof, if
applicable), and (ii) the Group V Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group V Loan.

         Group V Senior Percentage: As of the Closing Date will be approximately
98.49% and, thereafter, with respect to any Distribution Date the sum of the
class Principal Balances of the Class VA Certificates (other than Component
2A-P-1 the Class 2A-P Certificates) divided by the aggregate Scheduled Principal
Balance of all Group V Loans, in each case, immediately


                                       53
<PAGE>

preceding such Distribution Date (exclusive of the Group V Discount Fraction of
the Group V Discount Loans).

         Group V Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which (x) the Group V Senior Percentage for
such Distribution Date exceeds the initial Group V Senior Percentage or (y) the
Group VI Senior Percentage for such Distribution Date exceeds the initial Group
VI Senior Percentage 100%; and (iii) on any other Distribution Date in the month
of January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group V Loans
         which are 60 or more days delinquent (including loans in foreclosure
         and property held by the Trust Fund) for each of the immediately
         preceding six calendar months is less than or equal to 50% of the Group
         V Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Realized Losses on the Group V Loans allocated
         to the Crossed Subordinate Certificates are less than or equal to the
         following amounts:

<TABLE>
<CAPTION>
                                                           PERCENTAGE OF THE GROUP V SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                            <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009 through December 2009....................                      40%
January 2010 through December 2010....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>

                  (c) the occurrence of both of the events described in clauses
         (iii)(a) and (b) of the definition of "Group VI Senior Prepayment
         Percentage", in which case, the Group V Senior Prepayment Percentage
         shall be as follows:

<TABLE>
<CAPTION>
        DISTRIBUTION DATE OCCURRING IN                   SENIOR PREPAYMENT PERCENTAGE
        ------------------------------                   ----------------------------
<S>                                             <C>
January 2002 through December 2006............. 100%

January 2007 through December 2007............. GROUP V SENIOR PERCENTAGE + 70% of GROUP V SUBORDINATE PERCENTAGE

January 2008 through December 2008............. GROUP V SENIOR PERCENTAGE + 60% of GROUP V SUBORDINATE PERCENTAGE

January 2009 through December 2009............. GROUP V SENIOR PERCENTAGE + 40% of GROUP V SUBORDINATE PERCENTAGE

January 2010 through December 2010............. GROUP V SENIOR PERCENTAGE + 20% of GROUP V SUBORDINATE PERCENTAGE

January 2011 and thereafter.................... GROUP V SENIOR PERCENTAGE
</TABLE>

         If on any Distribution Date the allocation to the Group V Certificates
(other than Component 2A-P-1the Class 2A-P Certificates) of Principal
Prepayments in the percentage required would reduce the sum of the Class
Principal Balances of the Group V Certificates (other than Component 2A-P-1 of
the Class 2A-P Certificates) below zero, the Group V Senior Prepayment
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the foregoing, however, on
each Distribution Date, the Class 2A-P Certificates will receive the Group V
Discount Fraction of all Principal



                                       54
<PAGE>

Prepayments, including, without limitation, Principal Prepayments, received in
respect of each Group V Discount Loan.

         Group V Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group V Senior Percentage of the Principal Payment
Amount for the Group V Loans (exclusive of the sum of the Group V Discount
Fractional Principal Amounts for such Distribution Date), (b) the Group V Senior
Prepayment Percentage of the Principal Prepayment Amount for the Group V Loans
(exclusive of the sum of the Group V Discount Fractional Principal Amounts for
such Distribution Date) and (c) the Group V Senior Liquidation Amount.

         Group V Subordinate Amount: For any Distribution Date will equal the
excess of the aggregate Scheduled Principal Balance of the Group V Loans
(exclusive of the portion thereof attributable to the sum of the Group V
Discount Fractional Principal Amounts for such Distribution Date) over the sum
of the Class VA Certificate Principal Balances.

         Group V Undercollateralized Amount: For any Distribution Date is equal
to the sum of (i) the sum of (A) the amount, if any, by which the aggregate
Certificate Principal Balance of the Group V Certificates exceeds the aggregate
Scheduled Principal Balance of the Group V Loans, after giving effect to
distributions to be made on such Distribution Date and (B) 1/12 of the amount
calculated in clause (i)(A) above multiplied by 6.45% and (ii) any amounts
payable to the Group V Certificates pursuant to clause (i) above of this
definition of "Group V Undercollateralized Amount" on any prior Distribution
Dates, plus accrued interest thereon at 6.45% per annum.

         Group VI Aggregate Certificate Principal Balance: At any given time,
the sum of the then current Certificate Principal Balances and Component
Principal Balances of all Classes of Group VI Senior Certificates, Group VI
Senior Components and Crossed Subordinate Certificates.

         Group VI Aggregate Subordinate Percentage: For any Distribution Date,
the aggregate of the Class Principal Balances of the Crossed Subordinate
Certificates immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Group VI Loans immediately
prior to such Distribution Date.

         Group VI Certificates:  Group VI Senior Certificates.

         Group VI Discount Fraction: For any Group VI Discount Loan, the
following fraction:

          6.125% - the Pass-Through Rate on such Group VI Discount Loan
          -------------------------------------------------------------
                                    6.125%.

         Group VI Discount Fractional Principal Amount: On each Distribution
Date, an amount equal to the product of the Group VI Discount Fraction
multiplied by the sum of (i) scheduled



                                       55
<PAGE>

payments of principal on each Group VI Discount Loan due on or before the
related Due Date in respect of which no distribution has been made on any
previous Distribution Date and which were received by the Determination Date, or
which have been advanced as part of an Advance with respect to such Distribution
Date, (ii) the principal portion received in respect of each Group VI Discount
Loan during the Prepayment Period of (a) Curtailments, (b) Insurance Proceeds,
(c) the amount, if any, of the principal portion of the Purchase Price pursuant
to a Purchase Obligation or any repurchase of a Group VI Discount Loan permitted
hereunder and (d) Liquidation Proceeds and (iii) the principal portion of
Payoffs received in respect of each Group VI Discount Loan during the applicable
Prepayment Period.

         Group VI Discount Fractional Principal Shortfall: For any Distribution
Date, an amount equal to the Group VI Discount Fraction of any Realized Loss on
a Group VI Discount Loan, other than a Special Hazard Loss, Fraud Loss or
Bankruptcy Loss in excess of the applicable Special Hazard Coverage, applicable
Fraud Coverage or applicable Bankruptcy Coverage.

         Group VI Discount Loan: The Group VI Loans having Pass-Through Rates of
less than 6.125% per annum.

         Group VI Premium Loan: All Group VI Loans having Pass-Through Rates in
excess of 6.125% per annum.

         Group VI Senior Certificates:  The Class VIA Certificates.

         Group VI Senior Components: Component 2A-P-2 of the Class 2A-P
Certificates and Component 2A-X-2 of the Class 2A-X Certificates.

         Group VI Senior Liquidation Amount: The aggregate, for each Group VI
Loan which became a Liquidated Loan during the applicable Prepayment Period, of
the lesser of: (i) the Group VI Senior Percentage of the Principal Balance of
such Group VI Loan (exclusive of the Group VI Discount Fraction thereof, if
applicable), and (ii) the Group VI Senior Prepayment Percentage of the
Liquidation Principal with respect to such Group VI Loan.

         Group VI Senior Percentage: As of the Closing Date will be
approximately 98.47% and, thereafter, with respect to any Distribution Date the
sum of the class Principal Balances of the Class VIA Certificates (other than
Component 2A-P-2 of the Class 2A-P Certificates) divided by the aggregate
Scheduled Principal Balance of all Group VI Loans, in each case, immediately
preceding such Distribution Date (exclusive of the Group VI Discount Fraction of
the Group VI Discount Loans).

         Group VI Senior Prepayment Percentage: (i) On any Distribution Date
occurring before the Distribution Date in the month of January, 2007, 100%; (ii)
on any other Distribution Date on which the Group VI


                                       56

<PAGE>

Senior Percentage for such Distribution Date exceeds the initial Group VI Senior
Percentage, as of the Cut-Off Date, 100%; and (iii) on any other Distribution
Date in the month of January, 2007 and thereafter, 100%, unless:

                  (a) the mean aggregate Principal Balance of the Group VI Loans
         which are 60 or more days delinquent (including loans in foreclosure
         and property held by the Trust Fund) for each of the immediately
         preceding six calendar months is less than or equal to 50% of the Group
         VI Subordinate Amount as of such Distribution Date, and

                  (b) cumulative Realized Losses on the Group VI Loans allocated
         to the Crossed Subordinate Certificates are less than or equal to the
         following amounts:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF THE GROUP VI
                                                                        SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                             <C>
January 2007 through December 2007....................                      30%
January 2008 through December 2008....................                      35%
January 2009 through December 2009....................                      40%
January 2010 through December 2010....................                      45%
January 2011 and thereafter...........................                      50%
</TABLE>

                  (c) the occurrence of both of the events described in clauses
         (iii)(a) and (b) of the definition of "Group V Senior Prepayment
         Percentage", in which case, the Group VI Senior Prepayment Percentage
         shall be as follows:

<TABLE>
<CAPTION>
       DISTRIBUTION DATE OCCURRING IN                               SENIOR PREPAYMENT PERCENTAGE
       ------------------------------                               ----------------------------
<S>                                           <C>
January 2002 through December 2006..........  100%

January 2007 through December 2007..........  GROUP VI SENIOR PERCENTAGE + 70% of GROUP VI SUBORDINATE PERCENTAGE

January 2008 through December 2008..........  GROUP VI SENIOR PERCENTAGE + 60% of GROUP VI SUBORDINATE PERCENTAGE

January 2009 through December 2009..........  GROUP VI SENIOR PERCENTAGE + 40% of GROUP VI SUBORDINATE PERCENTAGE

January 2010 through December 2010..........  GROUP VI SENIOR PERCENTAGE + 20% of GROUP VI SUBORDINATE PERCENTAGE

January 2011 and thereafter.................  GROUP VI SENIOR PERCENTAGE
</TABLE>

         If on any Distribution Date the allocation to the Group VI Certificates
(other than Component 2A-P-2 of the Class 2A-P Certificates) of Principal
Prepayments in the percentage required would reduce the sum of the Class
Principal Balances of the Group VI Certificates (other than Component 2A-P-2 of
the Class 2A-P Certificates) below zero, the Group VI Senior Prepayment
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such sum to zero. Notwithstanding the foregoing, however, on
each Distribution Date, the Class 2A-P Certificates will receive the Group VI
Discount Fraction of all Principal Prepayments, including, without limitation,
Principal Prepayments, received in respect of each Group VI Discount Loan.

         Group VI Senior Principal Amount: For any Distribution Date, an amount
equal to the sum of (a) the Group VI Senior Percentage of the Principal Payment
Amount for the Group VI Loans (exclusive of the sum of the Group VI Discount
Fractional Principal Amounts for such Distribution Date), (b) the Group VI
Senior Prepayment Percentage of the Principal Prepayment


                                       57

<PAGE>

Amount for the Group VI Loans (exclusive of the sum of the Group VI Discount
Fractional Principal Amounts for such Distribution Date) and (c) the Group VI
Senior Liquidation Amount.

         Group VI Subordinate Amount: For any Distribution Date will equal the
excess of the aggregate Scheduled Principal Balance of the Group VI Loans
(exclusive of the portion thereof attributable to the sum of the Group VI
Discount Fractional Principal Amounts for such Distribution Date) over the sum
of the Class VIA Certificate Principal Balances.

         Group VI Undercollateralized Amount: For any Distribution Date is equal
to the sum of (i) the sum of (A) the amount, if any, by which the aggregate
Certificate Principal Balance of the Group VI Certificates exceeds the aggregate
Scheduled Principal Balance of the Group VI Loans, after giving effect to
distributions to be made on such Distribution Date and (B) 1/12 of the amount
calculated in clause (i)(A) above multiplied by 6.125% and (ii) any amounts
payable to the Group VI Certificates pursuant to clause (i) above of this
definition of "Group VI Undercollateralized Amount" on any prior Distribution
Dates, plus accrued interest thereon at 6.125% per annum.

         Independent: When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor and the Servicer, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Depositor or the Servicer or any Affiliate of either and (iii)
is not connected with the Depositor or the Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

         Indirect DTC Participants: Entities such as banks, brokers, dealers or
trust companies that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly.

         Installment Due Date:  The first day of the month in which the related
Distribution Date occurs.

         Insurance Proceeds: Amounts paid or payable by the insurer under any
insurance policy (including any replacement policy permitted under this
Agreement), covering any Loan or Mortgaged Property, including, without
limitation, any flood insurance policy, primary mortgage insurance policy or
hazard insurance policy required pursuant to Section 3.5, any title insurance
policy required pursuant to Section 2.3, and any FHA insurance policy or VA
guaranty.

         Interest Accrual Period: For all Classes of Certificates (other than
the Class IA- 3, IA-4, IVA-3 and IVA-4 Certificates), the calendar month
preceding the month in which the Distribution Date occurs. For the Class IA-3,
IA-4, IVA-3 and IVA-4 Certificates for each Distribution Date is the period from
the 25th day of the month before the month in which a Distribution Date occurs
through the 24th day of the month in which that Distribution Date occurs.


                                       58

<PAGE>

Interest Distribution Amount: On any Distribution Date, for any Class of
Certificates (other than the Principal Only Certificates and the Principal Only
Component), the amount of interest accrued on the respective Class Principal
Balance, Component Principal Balance, Class Notional Amount or Component
Notional Amount, as applicable, at 1/12th of the related Remittance Rate for
such Class or Component during the applicable Interest Accrual Period, before
giving effect to allocations of Realized Losses with respect to the applicable
Loan Group, for the applicable Prepayment Period or distributions to be made on
such Distribution Date, reduced by Uncompensated Interest Shortfall, with
respect to the applicable Loan Group, and the interest portion of Realized
Losses, with respect to the applicable Loan Group, allocated to such Class
pursuant to the definition of "Uncompensated Interest Shortfall" and Section
3.20; provided, however, that in the case of Components 1A-7-1 and 1A-7-2 of the
Class 1A-7 Certificates, such amounts shall be reduced by the Component 1A-7-1
Accrual Amount and the Component 1A-7-2 Accrual Amount, respectively. The
Interest Distribution Amount for the Principal Only Components on any
Distribution Date shall equal zero.

         Interest Only Certificates: The Class IA-4 Certificates, the Class
IVA-4 Certificates and the Class VA-3 Certificates.

         Interest Only Components: Components 1A-X-1, 1A-X-2, 1A-X-3 and 1A-X-4
of the Class 1A-X Certificates and Components 2A-X-1 and 2A-X-2 of the Class
2A-X Certificates..

         Interested Person: The Depositor, the Servicer, any Holder of a
Certificate, or any Affiliate of any such Person.

         Junior Subordinate Components: The Group I Junior Subordinate, Group II
Junior Subordinate, Group III Junior Subordinate and Group IV Junior Subordinate
components.

         LIBOR: The per annum rate established by the Trustee or the Certificate
Administrator, if any, in accordance with Section 8.16.

         LIBOR Business Day: Means any day on which dealings in United States
dollars are transacted in the London interbank market.

         LIBOR Determination Date: Means the second LIBOR Business Day before
the first day of the related Interest Accrual Period.

         Liquidated Loan: A Loan as to which the Servicer has determined in
accordance with its customary servicing practices that all amounts which it
expects to recover from or on account of such Loan, whether from Insurance
Proceeds, Liquidation Proceeds or otherwise, have been recovered. For purposes
of this definition, acquisition of a Mortgaged Property by the Trust Fund shall
not constitute final liquidation of the related Loan.


                                       59

<PAGE>

         Liquidation Expenses: Reasonable out of pocket expenses incurred by the
Servicer in connection with the liquidation of any Defaulted Loan or property
acquired in respect thereof, including, without limitation, legal fees and
expenses, any unreimbursed amount expended by the Servicer pursuant to Section
3.7 respecting the related Loan and any unreimbursed expenditures for real
property taxes or for property restoration or preservation relating to the
Mortgaged Property that secured such Loan.

       Liquidation Principal: The principal portion of Liquidation Proceeds
received with respect to each Loan which became a Liquidated Loan (but not in
excess of the Principal Balance thereof) during the applicable Prepayment
Period, exclusive of the Group III Discount Fraction of Liquidation Proceeds
received with respect to each Group III Discount Loan, if any, exclusive of the
Group IV Discount Fraction of Liquidation Proceeds received with respect to each
Group IV Discount Loan, if any, exclusive of the Group V Discount Fraction of
Liquidation Proceeds received with respect to each Group V Discount Loan, if
any, and exclusive of the Group VI Discount Fraction of Liquidation Proceeds
received with respect to each Group VI Discount Loan, if any.

         Liquidation Proceeds: Amounts after deduction of amounts reimbursable
under Section 3.7 received and retained in connection with the liquidation of
Defaulted Loans (including the disposition of REO Property), whether through
foreclosure or otherwise, other than Insurance Proceeds.

         Loan Group: Loan Group I, Loan Group II, Loan Group III, Loan Group IV,
Loan Group V or Loan Group VI, as applicable.

         Loan Group I:  The group of Loans comprised of Group I Loans.

         Loan Group II:  The group of Loans comprised of Group II Loans.

         Loan Group III:  The group of Loans comprised of Group III Loans.

         Loan Group IV:  The group of Loans comprised of Group IV Loans.

         Loan Group V:  The group of Loans comprised of Group V Loans.

         Loan Group VI:  The group of Loans comprised of Group VI Loans.

         Loan Schedule: The schedule, as amended from time to time, of Loans
attached hereto as Exhibit D, which shall set forth as to each Loan the
following, among other things:

               (i)      the loan number of the Loan and name of the related
         Mortgagor;


                                       60


<PAGE>

               (ii)     the street address of the Mortgaged Property including
                        city, state and zip code;

               (iii)    the Mortgage Interest Rate as of the Cut-Off Date;

               (iv)     the original term and maturity date of the related
                        Mortgage Note;

               (v)      the original Principal Balance;

               (vi)     the first payment date;

               (vii)    the Monthly Payment in effect as of the Cut-Off Date;

               (viii)   the date of the last paid installment of interest;

               (ix)     the unpaid Principal Balance as of the close of business
                        on the Cut- Off Date;

               (x)      the Loan-to-Value ratio at origination;

               (xi)     the type of property and the Original Value of the
                        Mortgaged Property;

               (xii)    whether a primary mortgage insurance policy is in effect
                        as of the Cut-Off Date;

               (xiii)   the nature of occupancy at origination;

               (xiv)    the servicing fee;

               (xv)     the county in which Mortgaged Property is located, if
                        available;

               (xvi)     the Loan Group; and

               (xvii)   the closing date.

         Loan-to-Value Ratio: The original principal amount of a Loan divided by
the Original Value; however, references to "current Loan-to-Value Ratio" shall
mean the then current Principal Balance of a Loan divided by the Original Value.

         Loans: The Mortgages and the related Mortgage Notes, each transferred
and assigned to the Trustee pursuant to the provisions hereof as from time to
time are held as part of the Trust Fund, as so identified in the Loan Schedule.
Each of the Loans is referred to individually in this Agreement as a "Loan".



                                       61
<PAGE>

         Lockout Certificates: The Class IA-7, IIA-3, IIIA-4 and IVA-8
Certificates, collectively.

         Monthly Payment: The scheduled payment of principal and interest on a
Loan which is due on the related Due Date for such Loan after giving effect to
any reduction in the amount of interest collectible from any Mortgagor pursuant
to the Relief Act.

         Moody's: Moody's Investors Service, Inc. provided, that at any time it
be a Rating Agency.

         Mortgage:  The mortgage, deed of trust or other instrument securing a
Mortgage Note.

         Mortgage File:  As defined in Section 2.1.

         Mortgage Interest Rate: For any Loan, the per annum rate at which
interest accrues on such Loan pursuant to the terms of the related Mortgage Note
without regard to any reduction thereof as a result of the Relief Act.

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

         Mortgage Pool:  All of the Loans.

         Mortgaged Property: With respect to any Loan, the real property,
together with improvements thereto, securing the indebtedness of the Mortgagor
under the related Loan.

         Mortgagor:  The obligor on a Mortgage Note.

         Nonrecoverable Advance: With respect to any Loan, any Advance which the
Servicer shall have determined to be a Nonrecoverable Advance pursuant to
Section 4.4 and which was, or is proposed to be, made by such Servicer.

         Non-U.S. Person:  A Person that is not a U.S. Person.

         Officer's Certificate: With respect to any Person, a certificate signed
by the Chairman of the Board, the President or a Vice-President of such Person
(or, in the case of a Person which is not a corporation, signed by the person or
persons having like responsibilities), and delivered to the Trustee.

         Opinion of Counsel: A written opinion of counsel, who may be outside or
salaried counsel for the Depositor or the Servicer, or any Affiliate of the
Depositor or the Servicer, acceptable to the Trustee; provided, that with
respect to REMIC matters, matters relating to the determination of Eligible
Accounts or matters relating to transfers of Certificates, such counsel shall be
Independent.


                                       62
<PAGE>

         Original Value: With respect to any Loan other than a Loan originated
for the purpose of refinancing an existing mortgage debt, the lesser of (a) the
Appraised Value (if any) of the Mortgaged Property at the time the Loan was
originated or (b) the purchase price paid for the Mortgaged Property by the
Mortgagor. With respect to a Loan originated for the purpose of refinancing
existing mortgage debt, the Original Value shall be equal to the Appraised Value
of the Mortgaged Property at the time the Loan was originated or the appraised
value at the time the refinanced mortgage debt was incurred.

         OTS:  The Office of Thrift Supervision, or any successor thereto.

         Ownership Interest:  As defined in Section 5.1(b)

         Pass-Through Entity:  As defined in Section 5.1(b)

         Pass-Through Rate: For each Loan and for any date of determination, a
per annum rate equal to the Mortgage Interest Rate for such Loan less the
applicable per annum percentage rate of the Servicing Fee. For each Loan, any
calculation of monthly interest at such rate shall be based upon annual interest
at such rate (computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid Principal Balance of the related Loan divided by twelve, and any
calculation of interest at such rate by reason of a Payoff shall be based upon
annual interest at such rate on the outstanding Principal Balance of the related
Loan multiplied by a fraction, the numerator of which is the number of days
elapsed from the Due Date of the last scheduled payment of principal and
interest to, but not including, the date of such Payoff, and the denominator of
which is (a) for Payoffs received on a Due Date, 360, and (b) for all other
Payoffs, 365.

         Paying Agent:  As defined in Section 4.10.

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

         Payoff Earnings: For any Distribution Date with respect to each Loan on
which a Payoff was received by the Servicer during the Prepayment Period, the
aggregate of the interest earned by Servicer from investment of each such Payoff
from the date of receipt of such Payoff until the last day of such Prepayment
Period (net of investment losses).

         Payoff Interest: For any Distribution Date with respect to a Loan for
which a Payoff was received by the Servicer during the Prepayment Period, an
amount of interest thereon at the applicable Pass-Through Rate from the first
day of such Prepayment Period to the date of receipt thereof.


                                       63
<PAGE>

         Percentage Interest: (a) With respect to the right of each Certificate
of a particular Class in the distributions allocated to such Class, "Percentage
Interest" shall mean the percentage undivided beneficial ownership interest
evidenced by such Certificate of such Class, which percentage shall equal:

               (i) with respect to any Regular Interest Certificate (other than
         the Interest Only Certificates and Interest Only Components), its
         Certificate Principal Balance divided by the applicable Class Principal
         Balance;

               (ii) with respect to the Interest Only Certificates and Interest
         Only Components, the portion of the respective Class Notional Amount or
         Component Notional Amount evidenced by such Certificate divided by the
         respective Class Notional Amount or Component Notional Amount; and

               (iii) with respect to the Class R Certificate, the percentage set
         forth on the face of such Certificate.

         (b) With respect to the rights of each Certificate in connection with
Sections 5.9, 7.1, 7.3, 8.3 and 10.1, "Percentage Interest" shall mean the
percentage undivided beneficial interest evidenced by such Certificate in the
Trust Fund, which for purposes of such rights only shall equal:

               (i) with respect to any Certificate (other than the Interest Only
         Certificates, the Class 1A-X Certificates and the Class 2A-X
         Certificates), the product of (x) 95.00% and (y) the percentage
         calculated by dividing its Certificate Principal Balance by the
         Aggregate Certificate Principal Balance; provided, however, that the
         product in (x) above shall be increased by one percent (1%) upon each
         retirement of an Interest Only Certificate;

               (ii) with respect to each Interest Only Certificate, Class 1A-X
         Certificate and Class 2A-X Certificate, one percent (1%) of such
         Certificate Percentage Interest as calculated by paragraph (a)(ii) of
         this definition; and

               (iii)    with respect to the Class R Certificate, zero.

         Permitted Transferee: With respect to the holding or ownership of any
Residual Certificate, any Person other than (i) the United States, a State or
any political subdivision thereof, or any agency or instrumentality of any of
the foregoing, (ii) a foreign government or International Organization, or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) which is
exempt from the taxes imposed by Chapter 1 of the Code (unless such organization
is subject to the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2)(C), (v) any electing large partnership under Section 775
of the Code, (vi) any Person from whom the Trustee or the

                                       64
<PAGE>

Certificate Registrar has not received an affidavit to the effect that it is not
a "disqualified organization" within the meaning of Section 860E(e)(5) of the
Code, and (vii) 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 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 Code Section 7701 or successor provisions. A corporation shall not be
treated as an instrumentality of the United States or of any State or political
subdivision thereof if all of its activities are subject to tax, and, with the
exception of the FHLMC, a majority of its board of directors is not selected by
such governmental unit.

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

         Plan:  As defined in Section 5.1(d).

         Prepaid Monthly Payment: Any Monthly Payment received prior to its
scheduled Due Date, which is intended to be applied to a Loan on its scheduled
Due Date and held in the related Custodial Account for P&I until the Withdrawal
Date following its scheduled Due Date.

         Prepayment Period: The calendar month immediately preceding any
Distribution Date.

         Principal Balance: At the time of any determination, the principal
balance of a Loan remaining to be paid at the close of business on the Cut-Off
Date, after deduction of all principal payments due on or before the Cut-Off
Date whether or not paid, reduced by all amounts distributed or to be
distributed to Certificateholders through the Distribution Date in the month of
determination that are reported as allocable to principal of such Loan.

         In the case of a Substitute Loan, "Principal Balance" shall mean, at
the time of any determination, the principal balance of such Substitute Loan
transferred to the Trust Fund on the date of substitution, reduced by all
amounts distributed or to be distributed to Certificateholders through the
Distribution Date in the month of determination that are reported as allocable
to principal of such Substitute Loan.

         The Principal Balance of a Loan (including a Substitute Loan) shall not
be adjusted solely by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period. Whenever a Realized Loss has been
incurred with respect to a Loan during a calendar month, the Principal Balance
of such Loan shall be reduced by the amount of such Realized Loss as of the
Distribution Date next following the end of such calendar month after giving
effect to the allocation of Realized Losses and distributions of principal to
the Certificates.


                                       65
<PAGE>

         Principal Only Components: Components 1A-P-1 and 1A-P-2 of the Class
1A-P Certificates and Components 2A-P-1 and 2A-P-2 of the Class 2A-P
Certificates.

         Principal Payment: Any payment of principal on a Loan other than a
Principal Prepayment.

         Principal Payment Amount: On any Distribution Date, the sum, determined
separately for each Loan Group, of (i) the scheduled principal payments on the
Loans due on the related Due Date, (ii) the principal portion of repurchase
proceeds received with respect to any Loan which was repurchased by the
Depositor pursuant to a Purchase Obligation or as permitted by this Agreement
prior to such Distribution Date, and (iii) any other unscheduled payments of
principal which were received with respect to any Loan during the applicable
Prepayment Period, other than Payoffs, Curtailments and Liquidation Principal.

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

         Principal Prepayment Amount: On any Distribution Date, the sum,
determined separately for each Loan Group, of (i) Curtailments received during
the applicable Prepayment Period from such related Loans and (ii) Payoffs
received during the applicable Prepayment Period from the related Loans.

         Pro Rata Allocation: The allocation of the principal portion of certain
losses relating to a Loan in a Loan Group to the Senior Certificates and the
Senior Components related to that Loan Group (other than Components 1A-P-1 and
1A-P-2 of the Class 1A-P Certificates, Components 2A-P-1 and 2A-P-2 of the Class
2A-P Certificates and the Interest Only Components) and/or to the Crossed
Subordinate Certificates or the Subordinate Components, as related to that Loan
Group, as applicable, pro rata according to their respective Certificate
Principal Balances or Component Principal Balances or in the case of the Accrual
Components the Component Principal Balance of that Accrual Component on the
Closing Date, if lower (except if the loss is recognized with respect to a Group
III Discount Loan, Group IV Discount Loan, Group V Discount Loan or Group VI
Discount Loan, in which event the applicable Group III Discount Fraction, Group
IV Discount Fraction, Group V Discount Fraction or Group VI Discount Fraction of
such loss will be allocated to Component 1A-P-1 of the Class 1A-P Certificates,
Component 1A-P-2 of the Class 1A-P Certificates, Component 2A-P-1 of the Class
2A-P Certificates or Component 2A-P-2 of the Class 2A-P Certificates, as
applicable, and the remainder of such loss will be allocated as described above
in this definition without regard to this parenthetical) in reduction thereof,
and the allocation of the interest portion of such losses to such Certificates
or Components, as applicable (other than the Principal Only Components), pro
rata according to the amount of interest accrued but unpaid on each such Class
or Component in reduction thereof and then pro rata according to their
outstanding Certificate Principal Balances or Component Principal Balances or,
in the case of the Accrual Components, the Component Principal Balance of that
Accrual Component on the Closing Date, if lower, in reduction thereof.


                                       66

<PAGE>

For purposes of Pro Rata Allocation in part to the Crossed Subordinate
certificates, each class of Crossed Subordinate certificates deemed to have a
class principal balance equal to the following:

<TABLE>
<S>                       <C>
class principal balance   x   Group V Subordinate Amount (for a loss on a Group V Loan)
                              or
of that certificate           Group VI Subordinate Amount (for a loss on a Group VI Loan)

                          Group V Subordinate Amount + Group VI Subordinate Amount
</TABLE>

         Purchase Obligation: An obligation of the Depositor to repurchase Loans
under the circumstances and in the manner provided in Section 2.2 or Section
2.3.

         Purchase Price: With respect to any Loan to be purchased pursuant to a
Purchase Obligation, or any Loan to be purchased or repurchased relating to an
REO Property, an amount equal to the sum of the Principal Balance thereof, plus
accrued and unpaid interest thereon, if any, to the last day of the calendar
month in which the date of repurchase occurs at a rate equal to the applicable
Pass-Through Rate; provided, however, that no Loan shall be purchased or
required to be purchased pursuant to Section 2.3, or more than two years after
the Closing Date under Section 2.2, unless (a) the Loan to be purchased is in
default, or default is in the judgment of the Depositor reasonably imminent, or
(b) the Depositor, at its expense, delivers to the Trustee an Opinion of Counsel
to the effect that the purchase of such Loan will not give rise to a tax on a
prohibited transaction, as defined in Section 860F(a) of the Code; provided,
further, that in the case of clause (b) above, the Depositor will use its
reasonable efforts to obtain such Opinion of Counsel if such opinion is
obtainable.

         Rating Agency: Initially, each of Moody's and S&P; thereafter, each
nationally recognized statistical rating organization that has rated the
Certificates at the request of the Depositor, or their respective successors in
interest.

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

         Realized Loss: For any Distribution Date, with respect to any Loan
which became a Liquidated Loan during the related applicable Prepayment Period,
the sum of (i) the principal balance of such Loan remaining outstanding and the
principal portion of Nonrecoverable Advances actually reimbursed with respect to
such Loan (the principal portion of such Realized Loss), and (ii) the accrued
interest on such Loan remaining unpaid and the interest portion of
Nonrecoverable Advances actually reimbursed with respect to such Loan (the
interest portion of such Realized Loss). For any Distribution Date, with respect
to any Loan which is not a Liquidated Loan, the amount of the Bankruptcy Loss
incurred with respect to such Loan as of the related Due Date will be treated as
a Realized Loss.

         Record Date: The last Business Day of the month immediately preceding
the month of the related Distribution Date.


                                       67

<PAGE>

         Regular Interest Certificates: The Certificates, other than the Class R
Certificate.

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

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

         REMIC: A real estate mortgage investment conduit, as such term is
defined in the Code.

         REMIC I: The pool of assets (other than any Escrow Account or Accounts)
consisting of the Trust Fund.

         REMIC I Regular Interests: The regular interests in REMIC I as
described in Section 2.4 of this Agreement.

         REMIC I Subordinated Balance Ratio: The ratio between the principal
balances of each of the REMIC I Regular Interests beginning with the designation
"5" or "6" and ending with the designation "A," equal to the ratio of: (1) the
Group V Subordinate Amount, to the (2) Group VI Subordinate Amount.

         REMIC II: The pool of assets consisting of the REMIC I Regular
Interests and all payments of principal or interest on or with respect to the
REMIC I Regular Interests after the Cut-Off Date.

         REMIC Provisions: Sections 860A through 860G of the Code, related Code
provisions and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.

         Remittance Rate: For each Class of interest bearing Certificates or
Components (other than the Class IA-3 Certificates, Class IA-4 Certificates,
Class IVA-3 Certificates, Class IVA-4 Certificates and the Crossed Subordinate
Certificates), the per annum rate set forth as the Remittance Rate for such
Class or Component in the Preliminary Statement hereto. The "Remittance Rate"
for the Class IA-3 Certificates shall be the Class IA-3 Interest Rate. The
"Remittance Rate" for the Class IA-4 Certificates shall be the Class IA-4
Interest Rate. The "Remittance Rate" for the Class IVA-3 Certificates shall be
the Class IVA-3 Interest Rate. The "Remittance Rate" for the Class IVA-4
Certificates shall be the Class IVA-4 Interest Rate. The "Remittance Rate" for
the Crossed Subordinate Certificates shall be the Subordinate Interest Rate.

         REO Property: A Mortgaged Property, title to which has been acquired by
the Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of
foreclosure or otherwise.


                                       68

<PAGE>

         Residual Certificate: The Class R Certificate, which is being issued in
a single class. Components R-1 and R-2 of the Class R Certificate are hereby
each designated the sole Class of "residual interests" in REMIC I and REMIC II,
respectively, for purposes of Section 860G(a)(2) of the Code.

         Residual Distribution Amount: On any Distribution Date, any portion of
the Group I and Group II Available Distribution Amounts remaining after all
distributions to the Certificates pursuant to the definition of Certificate
Distribution Amount (including the Class R Certificate only to the extent of any
distributions to the Class R Certificate pursuant to clause (I)(A)(iv)(a) of
such definition). Upon termination of the obligations created by this Agreement
and the Trust Fund created hereby, the amounts which remain on deposit in the
Certificate Account after payment to the Certificateholders of the amounts set
forth in Section 9.1 of this Agreement, and subject to the conditions set forth
therein.

         Responsible Officer: When used with respect to the Trustee or any
Seller, the Chairman or Vice-Chairman of the Board of Directors or Trustees, the
Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, the Chairman of the Committee on Trust
Matters, any Vice- President, any Assistant Vice-President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller,
any Assistant Controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers and in each case having direct responsibility for the administration of
this Agreement, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject. When used with respect to the Servicer,
the Chairman or Vice-Chairman of the Board of Directors or Trustees, the
Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, any Vice-President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, the Controller and
any Assistant Controller or any other officer of the Servicer customarily
performing functions similar to those performed by any of the above-designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject. When used with respect to the Depositor
or any other Person, the Chairman or Vice-Chairman of the Board of Directors,
the Chairman or Vice-Chairman of any executive committee of the Board of
Directors, the President, any Vice-President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, or any other officer of the
Depositor customarily performing functions similar to those performed by any of
the above-designated officers and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         Scheduled Principal Balance: With respect to any Loan as of any
Distribution Date, the unpaid principal balance of such Loan as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such schedule by reason of bankruptcy or similar


                                       69
<PAGE>

proceeding or any moratorium or similar waiver or grace period) as of the first
day of the month preceding the month of such Distribution Date, after giving
effect to any previously applied Curtailments, the payment of principal due on
such first day of the month and any reduction of the principal balance of such
Loan by a bankruptcy court, irrespective of any delinquency in payment by the
related Mortgagor.

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

         Seller:  ABN AMRO Mortgage Group, Inc.

         Senior Certificates: The Class A Certificates and the Class R
Certificate, collectively.

         Senior Components: Component 1A-P-1 and Component 1A-P-2 of the Class
1A-P Certificates, Component 2A-P-1, Component 2A-P-2 of the Class 2A-P
Certificates, Component 1A-X-1, Component 1A-X-2, Component 1A-X-3 and Component
1A-X-4 of the Class 1A-X Certificates, Component 2A-X-1 and Component 2A-X-2 of
the Class 2A-X Certificates, Component 1A-7-1 and Component 1A-7-2 of the Class
1A-7 Certificates, collectively.

         Senior Subordinate Components: The Group I Senior Subordinate, Group II
Senior Subordinate, Group III Senior Subordinate and Group IV Senior Subordinate
components, collectively.

         Senior Subordinate Certificates: The Class 1M, Class 2M, Class 1B-1,
Class 1B-2, Class 2B-1 and Class 2B-2 Certificates, collectively.

         Servicer: ABN AMRO Mortgage Group, Inc., a Delaware corporation, or any
successor thereto appointed as provided pursuant to Section 7.5, acting to
service and administer such Loans pursuant to Section 3.1.

         Servicer's Section 3.10 Report: A report delivered by the Servicer to
the Trustee or the Certificate Administrator pursuant to Section 3.10.

         Servicing Fee: For each Loan, the fee paid to the Servicer to perform
primary servicing functions with respect to such Loan, equal to the Servicing
Fee Rate each Loan in the Loan Schedule on the outstanding Principal Balance of
such Loan.

         Servicing Fee Rate: For each Loan, the per annum rate identified in the
Loan Schedule of 0.2500% or 0.3750%, as applicable.

         Servicing Officer: Any individual involved in, or responsible for, the
administration and servicing of the Loans whose name and specimen signature
appear on a list of servicing officers furnished to the Trustee on the Closing
Date by the Servicer in the form of an Officer's Certificate, as such list may
from time to time be amended.


                                       70
<PAGE>

         Special Hazard Coverage: As of the Cut-Off Date, with respect to each
Loan Group (or with respect to combined Loan Group V and Loan Group VI),
approximately $4,895,546 for Loan Group I, $1,998,319 for Loan Group II,
$2,624,613 for Loan Group III, $5.467,595 for Loan Group IV and $3,994,135 for
combined Loan Group V and Loan Group VI, and thereafter on each anniversary of
the Cut-Off Date, the applicable Special Hazard Coverage shall be reduced, but
not increased, to an amount equal to the lesser of (1) the greatest of (a) the
aggregate Principal Balance of the Group I, Group II, Group III, Group IV or
combined Group V and Group VI Loans, as applicable, located in the single
California zip code area containing the largest aggregate Principal Balance of
the Loans, (b) 1% of the aggregate unpaid Principal Balance of the Group I,
Group II, Group III, Group IV or combined Group V and Group VI Loans, as
applicable, and (c) twice the unpaid Principal Balance of the largest single
Group I or Group II Loan, Group III, Group IV or combined Group V and Group VI,
as applicable, in each case calculated as of the Due Date in the immediately
preceding month, and (2) the applicable Special Hazard Coverage as of the
Cut-Off Date as reduced by the Special Hazard Losses allocated to the Group I
Senior Certificates and Group I Subordinate Components, Group II Senior
Certificates and Group II Subordinate Components, Group III Senior Certificates
and Group III Subordinate Components, Group IV Senior Certificates and Group IV
Subordinate Components, Group V Senior Certificates, Group VI Senior
Certificates and Crossed Subordinate Certificates, as applicable since the
Cut-Off Date. Special Hazard Coverage may be reduced upon written confirmation
from each Rating Agency that such reduction will not adversely affect the then
current ratings assigned to the Certificates by each Rating Agency.

         Special Hazard Loss: The occurrence of any direct physical loss or
damage to a Mortgaged Property not covered by a standard hazard maintenance
policy with extended coverage which is caused by or results from any cause
except: (i) fire, lightning, windstorm, hail, explosion, riot, riot attending a
strike, civil commotion, vandalism, aircraft, vehicles, smoke, sprinkler
leakage, except to the extent of that portion of the loss which was uninsured
because of the application of a co-insurance clause of any insurance policy
covering these perils; (ii) normal wear and tear, gradual deterioration,
inherent vice or inadequate maintenance of all or part thereof; (iii) errors in
design, faulty workmanship or materials, unless the collapse of the property or
a part thereof ensues and then only for the ensuing loss; (iv) nuclear reaction
or nuclear radiation or radioactive contamination, all whether controlled or
uncontrolled and whether such loss be direct or indirect, proximate or remote or
be in whole or in part caused by, contributed to or aggravated by a peril
covered by this definition of Special Hazard Loss; (v) hostile or warlike action
in time of peace or war, including action in hindering, combating or defending
against an actual, impending or expected attack (a) by any government or
sovereign power (dejure or defacto), or by an authority maintaining or using
military, naval or air forces, (b) by military, naval or air forces, or (c) by
an agent of any such government, power, authority or forces; (vi) any weapon of
war employing atomic fission or radioactive force whether in time of peace or
war; (vii) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such occurrence; or (viii) seizure or destruction under quarantine or
customs regulations, or confiscation by order of any government or public
authority.


                                       71

<PAGE>

         S&P: Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies, Inc., provided, that at any time it be a Rating Agency.

         Step Down Percentage: For any Distribution Date will be the percentage
indicated below:

<TABLE>
<CAPTION>

                                                           PERCENTAGE OF THE GROUP V SUBORDINATE
            DISTRIBUTION DATE OCCURRING IN                     AMOUNT AS OF THE CUT-OFF DATE
            ------------------------------                     -----------------------------
<S>                                                            <C>
January 2002 through December 2006....................                      0%
January 2007 through December 2007                                          30%
January 2008 through December 2008....................                      40%
January 2009 through December 2009....................                      60%
January 2010 through December 2010....................                      80%
January 2011 and thereafter...........................                     100%
</TABLE>

         Subordinate Amount: means the Group V Subordinate Amount or the Group
VI Subordinate Amount, as the context requires.

         Subordinate Certificates: The Class 1M, Class 2M, Class 1B-1, Class
1B-2, Class 1B-3, Class 1B-4, Class 1B-5, Class 2B-1, Class 2B-2, Class 2B-3,
Class 2B-4, and Class 2B-5 Certificates, collectively, and designated as such on
the face thereof in substantially the form attached hereto as Exhibits A-30
through A-41, respectively and for purposes of this Agreement, the "order of
seniority" from highest to lowest of such certificates shall be the order
designated in the beginning of this definition.

         Subordinate Components: The Group I Subordinate, Group II Subordinate,
Group III Subordinate and Group IV Subordinate components, collectively.

         Subordinate Liquidation Amount: As determined separately with respect
to each Loan Group, the excess, if any, of the aggregate of Liquidation
Principal for each group of Loans, as applicable, which became Liquidated Loans
during the applicable Prepayment Period, over the related Senior Liquidation
Amount for such Distribution Date.

         Subordinate Percentage: As of the Closing Date, as determined
separately for each Loan Group, approximately 3.15% for Loan Group I, and 3.15%
for Loan Group II, 3.15% for Loan Group III, 3.16% for Loan Group IV, 1.51% for
Loan Group V and 1.53% for Loan Group VI, and thereafter, with respect to any
Distribution Date, the excess of 100% over the applicable Senior Percentage for
such date.

         Subordinate Prepayment Percentage: As of the Closing Date, determined
separately for each Loan Group, 0% for each Loan Group I, Loan Group II, Loan
Group III, Loan Group IV, Loan Group V and Loan Group VI, and thereafter, with
respect to any Distribution Date, the excess of 100% minus the applicable Senior
Prepayment Percentage.


                                       72
<PAGE>

         Subordinate Principal Amount: For each Loan Group on any Distribution
Date, will be equal to the sum of:

         (1)      the applicable Subordinate Percentage of the related Principal
                  Payment Amount (exclusive of the portion thereof attributable
                  to the sum of the Group III Discount Fractional Principal
                  Amounts for Group III Loans, the Group IV Discount Fractional
                  Principal Amounts for Group IV Loans, the Group V Discount
                  Fractional Principal Amounts for Group V Loans and the Group
                  VI Discount Fractional Principal Amounts for Group VI Loans,
                  as applicable for such Distribution Date);

         (2)      the applicable Subordinate Principal Prepayment Amount; and

         (3)      the applicable Subordinate Liquidation Amount;

         provided, however, that the Subordinate Principal Amount applicable to
         Group III Loans shall be reduced by the amounts required to be
         distributed to Component 1A-P-1 of the Class 1A-P certificates with
         respect to the Group III Discount Fractional Principal Shortfall on
         such distribution Date, the Subordinate Principal Amount applicable to
         Group IV Loans shall be reduced by the amounts required to be
         distributed to Component 1A-P-2 of the Class 1A-P certificates with
         respect to the Group IV Discount Fractional Principal Shortfall on such
         Distribution Date, the Subordinate Principal Amount applicable to Group
         V Loans shall be reduced by the amounts required to be distributed to
         Component 2A-P-1 of the Class 2A-P certificates with respect to the
         Group V Discount Fractional Principal Shortfall on such Distribution
         Date and the Subordinate Principal Amount applicable to Group VI Loans
         shall be reduced by the amounts required to be distributed to Component
         2A-P-2 of the Class 2A-P certificates with respect to the Group VI
         Discount Fractional Principal Shortfall on such Distribution Date;
         provided, further, that the Subordinate Principal Amount for any
         Distribution Date for either of Loan Group V or Loan Group VI shall be
         reduced to the extent of any amounts required to be distributed to the
         Group V or Group VI Senior Certificates, as applicable, relating to the
         other Loan Group pursuant to the provisions described in the definition
         of "Certificate Distribution Amount" herein.

Any reduction in the Subordinate Principal Amount pursuant to the provisions
above shall offset the amount calculated pursuant to clause (1), clause (3) and
then clause (2), in each case of the definition thereof. On any Distribution
Date, the applicable Subordinate Principal Amount shall be allocated pro rata,
by Class Principal Balance or Component Principal Balance, as applicable, among
the Classes or Components of related Group I, Group II, Group III or Group IV
Subordinate Components or Crossed Subordinate Certificates and paid in the order
of distribution to such Classes pursuant to clause (I)(B), (I)(D), (I)(F),
(I)(H), (I)(J) or (I)(L), as applicable, of the definition of "Certificate
Distribution Amount" herein, except as otherwise stated in such definition.
Notwithstanding the foregoing, on any Distribution Date prior to distributions
on such date, if the applicable Subordination Level for any Class or Component
of


                                       73
<PAGE>

Group I, Group II, Group III or Group IV Subordinate Components or Crossed
Subordinate Certificates, as applicable, is less than such percentage as of the
Closing Date, the pro rata portion of the applicable Subordinate Principal
Prepayment Amount otherwise allocable to the Class or Classes or Component or
Components junior to such Class or Component will be distributed to the most
senior Class or Component of the applicable Group I, Group II, Group III or
Group IV Subordinate Components or Crossed Subordinate Certificates for which
the Subordination Level is less than such percentage as of the Closing Date, and
to the Classes or Components of applicable Group I, Group II, Group III or Group
IV Subordinate Components or Crossed Subordinate Certificates senior thereto,
pro rata according to the Class Principal Balances of such Classes or Component
Principal Balances of such Component.

         Subordinate Principal Prepayment Amount: For each Loan Group on any
Distribution Date, the applicable Subordinate Prepayment Percentage of the
related Principal Prepayment Amount (exclusive, with respect to the Group III
Loans, of the sum of the Group III Discount Fractional Principal Amounts for
such distribution date, with respect to the Group IV Loans, of the sum of the
Group IV Discount Fractional Principal Amounts for such distribution date, with
respect to the Group V Loans, of the sum of the Group V Discount Fractional
Principal Amounts for such distribution date and with respect to the Group VI
Loans, of the sum of the Group VI Discount Fractional Principal Amounts for such
distribution date). as applicable for such Distribution Date).

         Subordination Level: For each Loan Group (or for combined Loan Group V
and Loan group VI with respect to the Crossed Subordinate Certificates), on any
specified date, with respect to any Class of applicable Group I, Group II, Group
III, Group IV or Crossed Subordinate Certificates, the percentage obtained by
dividing: (1) the sum of the Class Principal Balances of all Classes of
Certificates or related Components which are subordinate in right of payment to
such Class as of such date before giving effect to distributions or allocations
of Realized Losses on the Loans on such date; by (2) the sum of the Class
Principal Balances of all Classes of Certificates or Components related to that
Loan Group (or for combined Loan Group V and Loan Group VI with respect to the
Crossed Subordinate Certificates) as of such date before giving effect to
distributions or allocations of Realized Losses on the Loans on such date.

         Substitute Loan:  As defined in Section 2.2.

         Tax Matters Person: The Holder of the Class R Certificate issued
hereunder or any Permitted Transferee of such Class R Certificateholder shall be
the initial "tax matters person" for REMIC I and REMIC II within the meaning of
Section 6231(a)(7) of the Code. For tax years commencing after any transfer of
the Class R Certificate, the holder of the greatest Percentage Interest in the
Class R Certificate at year end shall be designated as the Tax Matters Person
with respect to that year. If the Tax Matters Person becomes a Disqualified
Organization, the last preceding Holder of such Authorized Denomination of the
Class R Certificate that is not a Disqualified Organization shall be Tax Matters
Person pursuant to Section 5.1(c). If any Person


                                       74
<PAGE>

is appointed as tax matters person by the Internal Revenue Service pursuant to
the Code, such Person shall be Tax Matters Person.

         Transfer:  As defined in Section 5.1(b).

         Transferee:  As defined in Section 5.1(b).

         Transferee Affidavit and Agreement: As defined in Section 5.1(c)(i)(B).

         Trust Fund: The corpus of the trust created pursuant to Section 2.1 of
this Agreement. The Trust Fund consists of (i) the Loans and all rights
pertaining thereto; (ii) such assets as from time to time may be held by the
Trustee (except amounts representing the Servicing Fee and amounts on deposit in
Escrow Accounts); (iii) such assets as from time to time may be held by the
Servicer in a Custodial Account for P&I related to the Loans (except amounts
representing the Servicing Fee); (iv) property which secured a Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure after the
Cut-Off Date; (v) amounts paid or payable by the insurer under any FHA insurance
policy and proceeds of any VA guaranty and any other insurance policy related to
any Loan or the Mortgage Pool; and (vi) the rights and remedies of the Depositor
contained in Section 8 of the Mortgage Loan Purchase Agreement dated as of the
Closing Date, between the Seller and the Depositor.

         Trustee: JPMorgan Chase Bank, a New York state banking corporation, or
its successor-in-interest as provided in Section 8.9, or any successor trustee
appointed as herein provided.

         Uncollected Interest: With respect to any Distribution Date for any
Loan on which a Payoff was made by a Mortgagor during the related Prepayment
Period, an amount equal to one month's interest at the applicable Pass-Through
Rate on such Loan less the amount of interest actually paid by the Mortgagor
with respect to such Payoff.

         Uncompensated Interest Shortfall: With respect to a Loan Group or any
Distribution Date, the excess, if any, of (i) the sum of (a) aggregate
Uncollected Interest with respect to the Loans in the related Loan Group and (b)
aggregate Curtailment Shortfall with respect to the Loans in the related Loan
Group and (c) any shortfall in interest collections in the calendar month
immediately preceding such Distribution Date resulting from a Relief Act
Interest Shortfall with respect to the Loans in the related Loan Group over (ii)
Compensating Interest, which excess shall be allocated to each Class of
Certificates pro rata according to the amount of interest accrued thereon in
reduction thereof.

         Underwriters:  Lehman Brothers Inc. and ABN AMRO Incorporated.

         U.S. Person: A citizen or resident of the United States, a corporation
or partnership (including an entity treated as a corporation or partnership for
federal income tax purposes) created or organized in, or under the laws of, the
United States or any state thereof or the District


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of Columbia (except, in the case of a partnership, to the extent provided in
regulations) or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more such U.S. 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 1 of subchapter J of chapter 1 of the Code), and
which was treated as a U.S. Person on August 20, 1996 may elect to continue to
be treated as a U.S. Person notwithstanding the previous sentence.

         VA:  The Department of Veterans Affairs, formerly known as the Veterans
Administration, or any successor thereto.

         Withdrawal Date:  The Business Day immediately preceding the related
Distribution Date.

         All references to the origination date or original date in the Loan
Schedule with respect to a Loan shall refer to the date upon which the related
Mortgage Note was originated or modified, whichever is later.

                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.1 Conveyance of Trust Fund. The Depositor, concurrently with
the execution and delivery hereof, does hereby irrevocably sell, convey and
assign to the Trustee and REMIC I without recourse all the right, title and
interest of the Depositor in and to the Trust Fund and to REMIC II without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests, for the benefit respectively of REMIC II and the
Certificateholders, including all interest and principal received by the
Depositor with respect to the Loans after the Cut-Off Date (and including
without limitation scheduled payments of principal and interest due after the
Cut-Off Date but received by the Depositor on or before the Cut-Off Date, but
not including payments of principal and interest due on the Loans on or before
the Cut-Off Date). The Depositor, at its own expense, shall file or cause to be
filed protective Form UCC-1 financing statements with respect to the Loans in
the State of Illinois or other applicable jurisdiction, listing itself as
"Debtor" under such financing statement and listing the Trustee, for the benefit
of the Certificateholders, as "Secured Party" under such financing statement.



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<PAGE>

         In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee for the benefit of the Certificateholders the
following documents or instruments with respect to each Loan so assigned:

                  (i) The original Mortgage Note (or, if the original Mortgage
         Note has been lost or destroyed, a lost note affidavit and indemnity)
         bearing all intervening endorsements endorsed, "Pay to the order of
         ____________________, without recourse" and signed in the name of the
         Seller by an Authorized Officer showing an unbroken chain of title from
         the originator thereof to the person endorsing;

                  (ii) (a) The original Mortgage with evidence of recording
         thereon, and if the Mortgage was executed pursuant to a power of
         attorney, a certified true copy of the power of attorney certified by
         the recorder's office, with evidence of recording thereon, or certified
         by a title insurance company or escrow company to be a true copy
         thereof; provided, that if such original Mortgage or power of attorney
         cannot be delivered with evidence of recording thereon on or prior to
         the Closing Date because of a delay caused by the public recording
         office where such original Mortgage has been delivered for recordation
         or because such original Mortgage has been lost, the Depositor shall
         deliver or cause to be delivered to the Trustee a true and correct copy
         of such Mortgage, together with (1) in the case of a delay caused by
         the public recording office, an Officer's Certificate signed by a
         Responsible Officer of the Seller stating that such original Mortgage
         has been dispatched to the appropriate public recording official for
         recordation or (2) in the case of an original Mortgage that has been
         lost, a certificate by the appropriate county recording office where
         such Mortgage is recorded or from a title insurance company or escrow
         company indicating that such original was lost and the copy of the
         original mortgage is a true and correct copy;

                  (b) The original Assignment to "____________________" which
         assignment shall be in form and substance acceptable for recording
         (subject to completion of the assignee), or a copy certified by the
         Seller as a true and correct copy of the original Assignment which has
         been sent for recordation. Subject to the foregoing, such assignments
         may, if permitted by law, be by blanket assignments for Loans covering
         Mortgaged Properties situated within the same county. If the Assignment
         is in blanket form, a copy of the Assignment shall be included in the
         related individual Mortgage File.

                  (iii) The originals of any and all instruments that modify the
         terms and conditions of the Mortgage Note, including but not limited to
         modification, consolidation, extension and assumption agreements
         including any adjustable rate mortgage (ARM) rider, if any,

                  (iv) The originals of all required intervening assignments, if
         any, with evidence of recording thereon, and if such assignment was
         executed pursuant to a power of attorney, a certified true copy of the
         power of attorney certified by the recorder's office, with evidence of
         recording thereon, or certified by a title insurance company or escrow



                                       77
<PAGE>

         company to be a true copy thereof; provided, that if such original
         assignment or power of attorney cannot be delivered with evidence of
         recording thereon on or prior to the Closing Date because of a delay
         caused by the public recording office where such original assignment
         has been delivered for recordation or because such original Assignment
         has been lost, the Depositor shall deliver or cause to be delivered to
         the Trustee a true and correct copy of such Assignment, together with
         (a) in the case of a delay caused by the public recording office, an
         Officer's Certificate signed by a Responsible Officer of the Seller
         stating that such original assignment has been dispatched to the
         appropriate public recording official for recordation or (b) in the
         case of an original assignment that has been lost, a certificate by the
         appropriate county recording office where such assignment is recorded
         or from a title insurance company or escrow company indicating that
         such original was lost and the copy of the original assignment is a
         true and correct copy;

                  (v) The original mortgagee policy of title insurance
         (including, if applicable, the endorsement relating to the negative
         amortization of the Loans) or in the event such original title policy
         is unavailable, any one of an original title binder, an original
         preliminary title report or an original title commitment or a copy
         thereof certified by the title company with the original policy of
         title insurance to follow within 180 days of the Closing Date;

                  (vi)  The mortgage insurance certificate;

                  (vii) Hazard insurance certificates and copies of the hazard
         insurance policy and, if applicable, flood insurance policy; and

                  (viii) Any and all other documents, opinions and certificates
         executed and/or delivered by the related Mortgagor and/or its counsel
         in connection with the origination of such Mortgage Loan, which may
         include truth-in- lending statements and other legal statements, an
         appraisal and a survey.

The documents and instruments set forth in clauses (i) - (viii) above shall be
called, collectively, the "Mortgage File".

         If the Depositor cannot deliver the original Mortgage with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because of a delay caused by the public recording office where such original
Mortgage has been delivered for recordation, the Depositor shall deliver to the
Trustee an Officer's Certificate, with a photocopy of such Mortgage attached
thereto, stating that such original Mortgage has been delivered to the
appropriate public recording official for recordation. The Depositor shall
promptly deliver to the Trustee such original Mortgage with evidence of
recording indicated thereon upon receipt thereof from the public recording
official.


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<PAGE>

        The Depositor shall, at its own expense, deliver each Assignment
referred to in Section 2.1(ii) to the Trustee for the benefit of the
Certificateholders in recordable form (subject to completion of the assignee).
Each Assignment submitted for recording shall be completed by entering in
"JPMorgan Chase Bank, as Trustee" as assignee.

         If the Depositor cannot deliver the original title insurance policy
concurrently with the execution and delivery of this Agreement, the Depositor
shall promptly deliver each such original title insurance policy as soon as such
policy becomes available but in no event later than 120 days following the
execution of this Agreement.

         All rights arising out of Loans including, without limitation, all
funds received on or in connection with a Loan shall be held by the Depositor in
trust for the benefit of the Certificateholders. The Depositor shall maintain a
complete set of books and records for each Loan which shall be clearly marked to
reflect the ownership of each Loan by the Certificateholders.

         It is the express intent of this Agreement that the conveyance of the
Loans by the Depositor to the Trustee as provided in this Section 2.1 be, and be
construed as, a sale of the Loans by the Depositor to the Trustee and that the
sale of the Certificates to the Certificateholders, if they are sold, be, and be
construed as, a sale of a 100% interest in the Loans and the Trust Fund to such
Certificateholders. It is, further, not the intention of this Agreement that
such conveyance be deemed a pledge of the 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 this Agreement, the Loans are held to be
property of the Depositor, or if for any other reason this Agreement is held or
deemed to create a security interest in the 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 2.1 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 Loans and all amounts
payable to the holders of the 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


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<PAGE>

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 Mortgage Notes 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 (d) shall cause any person to be deemed to be an agent of the
Trustee for any purpose other than for perfection of such security interest
unless, and then only to the extent, expressly appointed and authorized by the
Trustee in writing). The Depositor and the Trustee, upon directions from the
Depositor, shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a perfected security interest in 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.

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

         Section 2.2 Acceptance by Trustee. The Trustee acknowledges, subject to
the provisions of Section 2.1 and to any document exceptions reported pursuant
to the Trustee's reviews as described below, receipt of the Mortgage Notes (or
lost note affidavits and indemnities), the Mortgages, the assignments of the
Mortgages and the Officer's Certificates referred to in Section 2.1 above, and
declares that it holds and will hold such documents and the other documents
constituting a part of the Mortgage Files delivered to it as Trustee in trust,
upon the trusts herein set forth, for the use and benefit of all present and
future Certificateholders. The Trustee acknowledges that, as of the date of the
execution of this Agreement, the Mortgage Files have been delivered to the
Trustee and the Trustee has conducted a preliminary review of the Mortgage
Files. The Trustee further acknowledges that such review included a review of
the Mortgage Notes (or lost note affidavits and indemnities) to determine that
the appropriate Mortgage Notes (or lost note affidavits and indemnities) have
been delivered and endorsed in the manner set forth in Section 2.1(i). In
connection with such review, the Trustee shall have delivered an exceptions
report indicating any discrepancies relating to such review. In addition, the
Trustee agrees, for the benefit of Certificateholders, to review each Mortgage
File within 45 days, or with respect to assignments which must be recorded,
within 180 days, after execution of this Agreement to ascertain that all
required documents set forth in items (i), (ii), (v), (vi) and, to the extent
delivered to the Trustee, items (iii), (iv), (vii) and (viii) of Section 2.1
have been


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executed and received, and that such documents relate to the Loans identified in
Exhibit D annexed hereto, and in so doing the Trustee may rely on the purported
due execution and genuineness of any such document and on the purported
genuineness of any signature thereon. The Trustee shall have no duty to verify
or determine whether any Mortgage File should contain documents described in
Sections 2.1(iii), (iv), (vii) and (viii). The Trustee shall be under no duty or
obligation to inspect, review or make any independent examination of any
documents contained in each Mortgage File beyond the review specifically
required herein. The Trustee makes no representations as to (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
contained in each Mortgage File or any of the Loans identified on the Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Loan. If at the conclusion of such 45-day period or 180-day period
the Trustee finds any document constituting a part of a Mortgage File not to
have been executed or received or to be unrelated to the Loans identified in
said Exhibit D (each such finding, a "material defect"), the Trustee shall
promptly notify the Depositor, which shall have a period of 90 days after the
REMIC has received notice to correct or cure any such material defect; provided,
however, that if the Trustee shall not have received a document by reason of the
fact that such document shall not have been returned by the appropriate
recording office then the Depositor shall have until a date one year later from
the Cut-Off Date to correct or cure such defect. The Depositor hereby covenants
and agrees that, if any such material defect as defined above is not corrected
or cured, the Depositor will, within 90 days of the REMIC having received
notice, either (i) repurchase the related Loan at a price equal to 100% of the
Principal Balance of such Loan (or any property acquired in respect thereof)
plus accrued interest on such Principal Balance at the applicable Pass-Through
Rate to the next scheduled Due Date of such Loan or (ii) substitute for any Loan
to which such material defect relates a different mortgage loan (a "Substitute
Loan") maturing no later than and not more than two years earlier than the Loan
being substituted for and having a principal balance equal to or less than and a
Mortgage Interest Rate equal to or greater than the Mortgage Interest Rate of
the Loan being substituted for, a Loan-to-Value Ratio equal to or less than the
Loan-to-Value Ratio of the Loan being substituted for and otherwise having such
characteristics so that the representations and warranties of the Depositor set
forth in Section 2.3 hereof would not have been incorrect had such Substitute
Loan originally been a Loan; provided, however, that if the Principal Balance of
the original Loan exceeds the principal balance of the Substitute Loan, an
amount equal to that difference shall be deposited by the Depositor in the
Certificate Account; provided, further, however, that no such substitution may
occur after 90 days of the Closing Date unless the Trustee shall have received
from the Depositor an Opinion of Counsel to the effect that such substitution
will not adversely affect the REMIC status of REMIC I or REMIC II or constitute
a prohibited transaction or substitution under the REMIC provisions of the Code,
and, if applicable, within the meaning of the REMIC Provisions of the particular
State, if any, which would impose a tax on the Trust Fund. Monthly Payments due
with respect to Substitute Loans in the month of substitution are not a part of
the Trust Fund and will be retained by the Servicer. The Depositor shall notify
each Rating Agency of any such substitution. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due on the
Loan being substituted for in such month. The purchase price for the repurchased
Loan or property shall be deposited by the Depositor in the Certificate Account
and


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<PAGE>

in the case of a Substitute Loan, the Mortgage File relating thereto shall be
delivered to the Trustee or the Custodian. Upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer or the new
Mortgage File, as the case may be, and an Officer's Certificate that such
repurchase or substitution is in accordance with this Agreement, the Trustee
shall release or cause to be released to the Depositor the related Mortgage File
for the Loan being repurchased or substituted for, as the case may be, and shall
execute and deliver or cause to be executed and delivered such instrument of
transfer or assignment presented to it by the Depositor, in each case without
recourse, as shall be necessary to transfer to the Depositor the Trustee's
interest in such original or repurchased Loan or property and the Trustee shall
have no further responsibility with regard to such Loan. It is understood and
agreed that the obligation of the Depositor to substitute a new Loan for or
repurchase any Loan or property as to which such a material defect in a
constituent document exists shall constitute the sole remedy respecting such
defect available to Certificateholders or the Trustee on behalf of
Certificateholders, but such obligation shall survive termination of this
Agreement. Neither the Trustee nor the Custodian shall be responsible for
determining whether any assignment or mortgage delivered pursuant to Section
2.1(ii) is in recordable form or, if recorded, has been properly recorded.

         Section 2.3 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Trustee as of the Closing Date:

                  (i) that the information set forth in the Loan Schedule
         appearing as an exhibit to this Agreement is true and correct in all
         material respects at the date or dates respecting which such
         information is furnished as specified therein;

                  (ii) that as of the date of the transfer of the Loans to the
         Trustee, the Depositor is the sole owner and holder of each Loan free
         and clear of all liens, pledges, charges or security interests of any
         nature and has full right and authority, subject to no interest or
         participation of, or agreement with, any other party, to sell and
         assign the same;

                  (iii) that as of the date of initial issuance of the
         Certificates, no payment of principal of or interest on or in respect
         of any Loan is 30 days or more past due from the Due Date of such Loan
         except for 2.2% of the Loans in which no payment of principal or
         interest on or in respect of any Loan is 60 days or more past due from
         the Due Date of such Loan;

                  (iv) that to the best of the Depositor's knowledge, as of the
         date of the transfer of the Loans to the Trustee, there is no valid
         offset, defense or counterclaim to any Mortgage Note or Mortgage;

                  (v) that as of the date of the initial issuance of the
         Certificates, there is no proceeding pending, or to the best of the
         Depositor's knowledge, threatened for the total or partial condemnation
         of any of the Mortgaged Property and, to the best of the Depositor's
         knowledge the Mortgaged Property is free of material damage and is in
         good


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         repair and neither the Mortgaged Property nor any improvement located
         on or being part of the Mortgaged Property is in violation of any
         applicable zoning law or regulation;

                  (vi) that each Loan complies in all material respects with
         applicable state or federal laws, regulations and other requirements,
         pertaining to usury, equal credit opportunity and disclosure laws, and
         each Loan was not usurious at the time of origination;

                  (vii) that to the best of the Depositor's knowledge, as of the
         date of the initial issuance of the Certificates, all insurance
         premiums previously due and owing with respect to the Mortgaged
         Property have been paid and all taxes and governmental assessments
         previously due and owing, and which may become a lien against the
         Mortgaged Property, with respect to the Mortgaged Property have been
         paid;

                  (viii) that each Mortgage Note and the related Mortgage are
         genuine and each is the legal, valid and binding obligation of the
         maker thereof, enforceable in accordance with its terms except as such
         enforcement may be limited by bankruptcy, insolvency, reorganization or
         other similar laws affecting the enforcement of creditors' rights
         generally and by general equity principles (regardless of whether such
         enforcement is considered in a proceeding in equity or at law); all
         parties to the Mortgage Note and the Mortgage had legal capacity to
         execute the Mortgage Note and the Mortgage; and each Mortgage Note and
         Mortgage have been duly and properly executed by the Mortgagor;

                  (ix) that each Mortgage is a valid and enforceable first lien
         on the property securing the related Mortgage Note, and that each Loan
         is covered by an ALTA mortgagee title insurance policy or other form of
         policy or insurance generally acceptable to FNMA or FHLMC, issued by,
         and is a valid and binding obligation of, a title insurer acceptable to
         FNMA or FHLMC insuring the originator, its successor and assigns, as to
         the lien of the Mortgage in the original principal amount of the Loan
         subject only to (a) the lien of current real property taxes and
         assessments not yet due and payable, (b) covenants, conditions and
         restrictions, rights of way, easements and other matters of public
         record as of the date of recording of such Mortgage acceptable to
         mortgage lending institutions in the area in which the Mortgaged
         Property is located or specifically referred to in the appraisal
         performed in connection with the origination of the related Loan and
         (c) such other matters to which like properties are commonly subject
         which do not individually, or in the aggregate, materially interfere
         with the benefits of the security intended to be provided by the
         Mortgage;

                  (x) that as of the initial issuance of the Certificates,
         neither the Depositor nor any prior holder of any Mortgage has, except
         as the Mortgage File may reflect, modified the Mortgage in any material
         respect; satisfied, canceled or subordinated such Mortgage in whole or
         part; released such Mortgaged Property in whole or in part from the
         lien of


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<PAGE>

         the Mortgage; or executed any instrument of release, cancellation,
         modification or satisfaction;

                  (xi) that each Mortgaged Property consists of a fee simple
         estate or a condominium form of ownership in real property;

                  (xii) the condominium projects that include the condominiums
         that are the subject of any condominium loan are generally acceptable
         to FNMA or FHLMC;

                  (xiii) no foreclosure action is threatened or has been
         commenced (except for the filing of any notice of default) with respect
         to the Loan; and except for payment delinquencies not in excess of 30
         days, to the best of the Depositor's knowledge, there is no default,
         breach, violation or event of acceleration existing under the Mortgage
         or the Mortgage Note and no event which, with the passage of time or
         with notice and the expiration of any grace or cure period, would
         constitute a default, breach, violation or event of acceleration; and
         the Depositor has not waived any default, breach, violation or event of
         acceleration;

                  (xiv) that each Loan was originated on FNMA or FHLMC uniform
         instruments for the state in which the Mortgaged Property is located;

                  (xv) that based upon a representation by each Mortgagor at the
         time of origination or assumption of the applicable Loan, 95.27 % of
         the Group I Loans, 100.00% of the Group II Loans, 98.06% of the Group
         III Loans, 94.77% of the Group IV Loans, 94.83% of the Group V Loans
         and 93.70% of the Group VI Loans, measured by Principal Balance were to
         be secured by primary residences and no more than 4.73% of the Group I
         Loans, 0.00% of the Group II Loans, 1.94% of the Group III Loans, 5.23%
         of the Group IV Loans, 5.17% of the Group V Loans and 6.30% of the
         Group VI Loans, measured by Principal Balance were to be secured by
         second homes;

                  (xvi) that an appraisal of each Mortgaged Property was
         conducted at the time of origination of the related Loan, and that each
         such appraisal was conducted in accordance with FNMA or FHLMC criteria,
         on FNMA or FHLMC forms and comparables on at least three properties
         were obtained;

                  (xvii) that no Loan had a Loan-to-Value Ratio at origination
         in excess of 95%;

                  (xviii) the Loans were not selected in manner to adversely
         affect the interests of the Certificateholders and the Depositor knows
         of no conditions which reasonably would cause it to expect any Loan to
         become delinquent or otherwise lose value;

                  (xix) each Loan was either (A) originated directly by or
         closed in the name of either: (i) a savings and loan association,
         savings bank, commercial bank, credit union,


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<PAGE>

         insurance company, or similar institution which is supervised and
         examined by a federal or state authority or (ii) a mortgagee approved
         by the Secretary of Housing and Urban Development pursuant to Sections
         203 and 211 of the National Housing Act or (B) originated or
         underwritten by an entity employing underwriting standards consistent
         with the underwriting standards of an institution as described in
         subclause (A)(i) or (A)(ii) above;

                  (xx) each Loan is a "qualified mortgage" within the meaning of
         Section 860G of the Code without regard to ss. 1.860G-2(f) of the REMIC
         Provisions or any similar rule;

                  (xxi) each Loan that has a Loan-to-Value Ratio in excess of
         80% is covered by a primary mortgage insurance policy; and

                  (xxii) that no Loan permits negative amortization or the
         deferral of accrued interest.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.3 shall survive delivery of the respective Mortgage
Files to the Trustee, or to a Custodian, as the case may be. Upon discovery by
the Depositor, Servicer, the Trustee or any Custodian of a breach of any of the
foregoing representations and warranties (referred to herein as a "breach"),
without regard to any limitation set forth in such representation or warranty
concerning the knowledge of the Depositor as to the facts stated therein, which
breach materially and adversely affects the interests of the Certificateholders
in the related Loan, the party discovering such breach shall give prompt written
notice to the others and to each Rating Agency.

         Within 90 days of its discovery or its receipt or any Seller's receipt
of notice of breach, the Depositor shall or shall cause such Seller to cure such
breach in all material respects or shall repurchase the Loan or any property
acquired in respect thereof from the Trustee at a repurchase price equal to 100%
of the Principal Balance of such Loan plus accrued interest on such Principal
Balance at the Mortgage Interest Rate to the next scheduled Installment Due Date
of such Loan or remove such Loan from the Trust Fund and substitute in its place
a Substitute Loan or Loans with the characteristics set forth in Section 2.2
above for Substitute Loans; provided, however, that if such breach would cause
the Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, repurchase or substitution must occur
within 90 days from the date such breach was discovered; provided, further, that
no substitution (or cure which would constitute a loan modification for federal
income tax purposes) may be effected any later than two years after the Closing
Date; provided, further, that as a pre-condition to any substitution (or cure
which would constitute a loan modification for federal income tax purposes) to
be effected later than 90 days after the Closing Date (and within two years of
the Closing Date), the Trustee shall receive from the Depositor an Opinion of
Counsel to the effect that such substitution (or cure which would constitute a
loan modification for federal income tax purposes) will not adversely affect the
REMIC status of REMIC I or REMIC II or constitute a prohibited transaction under
the REMIC Provisions of the Code and, if applicable, the REMIC provisions of


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the relevant State. Except as expressly set forth herein, neither the Trustee
nor the Servicer is under any obligation to discover any breach of the above
mentioned representations and warranties. It is understood and agreed that the
obligation of the Depositor or the Seller to repurchase or substitute any Loan
or property as to which a breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to Certificateholders or the
Trustee on behalf of Certificateholders, and such obligation shall survive as
the obligation of the Depositor, the Seller or their respective successors.

         Section 2.4 Authentication and Delivery of Certificates; Designation of
Certificates as REMIC Regular and Residual Interests.

         (a) The Trustee acknowledges the transfer to the extent provided herein
and assignment to it of the Trust Fund and, concurrently with such transfer and
assignment, has caused to be authenticated and delivered to or upon the order of
the Depositor, in exchange for the Trust Fund, Certificates evidencing the
entire ownership of the Trust Fund.

         (b) This Agreement shall be construed so as to carry out the intention
of the parties that each of REMIC I and REMIC II be treated as a REMIC at all
times prior to the date on which the Trust Fund is terminated. The "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC II
shall consist of the Class A Certificates, Senior Components, Subordinate
Components and the Crossed Subordinate Certificates. The "residual interest"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC II shall consist
of Component R-2 of the Class R Certificate. The "regular interests" (within the
meaning of Section 860G(a)(1) of the Code) of REMIC I shall consist of the Class
ZZZ Regular Interest, the 1A Regular Interest, the 1B Regular Interest, the 2A
Regular Interest, the 2B Regular Interest, the 3A Regular Interest, the 3B
Regular Interest, the 4A Regular Interest, the 4B Regular Interest, the 5A
Regular Interest, the 5B Regular Interest, the 6A Regular Interest, the 6B
Regular Interest, the Component 1A-X-1 Regular Interest, the Component 1A-X-2
Regular Interest, the Component 1A-X-3 Regular Interest, the Component 1A-X-4
Regular Interest, the Component 2A-X-1 Regular Interest, the Component 2A-X-2
Regular Interest, the Component 1A-P-1 Regular Interest, the Component 1A-P-2
Regular Interest, the Component 2A-P-1 Regular Interest and the Component 2A-P-2
Regular Interest. The "residual interest" (within the meaning of Section
860(G)(a)(2) of the Code) of REMIC I shall consist of Component R-1 of the Class
R Certificate.

         (c) All payments with respect to the 1A Regular Interest and the 1B
Regular Interest shall be deemed to have been made solely from the Group I
Loans. All payments with respect to the 2A Regular Interest and the 2B Regular
Interest shall be deemed to have been made solely from the Group II Loans. All
payments with respect to the 3A Regular Interest and the 3B Regular Interest
shall be deemed to have been made solely from the Group III Loans. All payments
with respect to the 4A Regular Interest and the 4B Regular Interest shall be
deemed to have been made solely from the Group IV Loans. All payments with
respect to the 5A Regular


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Interest and the 5B Regular Interest shall be deemed to have been made solely
from the Group V Loans. All payments with respect to the 6A Regular Interest and
the 6B Regular Interest shall be deemed to have been made solely from the Group
VI Loans.

         (d) Distributions shall be deemed to be made to the REMIC I Regular
Interests first, so as to keep the principal balance of each REMIC I Regular
Interest beginning with the designation "5" or "6" and ending with the
designation "B" equal to 1.00% of the aggregate Scheduled Principal Balance of
the Loans in the related Loan Group; second, to each REMIC I Regular Interest
beginning with the designation "5" or "6" and ending with the designation "A,"
so that the principal balance of each such REMIC I Regular Interest is equal to
0.10% of the Group V Subordinate Amount or Group VI Subordinate Amount, as the
case may be (except that if on any Distribution Date the Subordinate Amount for
either of Loan Group V or Loan Group VI is greater than the Subordinate Amount
for such Loan Group on the preceding Distribution Date, the least amount of
principal shall be distributed to the 5A Regular Interest and the 6A Regular
Interest necessary to maintain the ratio of the principal amount of the 5A
Regular Interest to the principal amount of the 6A Regular Interest being equal
to the REMIC I Subordinated Balance Ratio); and third, any remaining principal
to the Class ZZZ Regular Interest (provided that a portion of the remaining
principal equal to the Group III Discount Fractional Principal Amount, the Group
IV Discount Fractional Principal Amount, the Group V Discount Fractional
Principal Amount and the Group VI Discount Fractional Principal Amount will be
distributed to the Component 1A-P-1 Regular Interest, the Component 1A-P-2
Regular Interest, the Component 2A-P-1 Regular Interest and the Component 2A-P-2
Regular Interest, respectively). Realized Losses shall be applied after all
distributions have been made on each Distribution Date first, so as to keep the
principal balance of each REMIC I Regular Interest beginning with the
designation "5" or "6" and ending with the designation "B" equal to 1.00% of the
aggregate Scheduled Principal Balance of the Loans in the related Loan Group;
second, to each REMIC I Regular Interest beginning with the designation "5" or
"6" and ending with the designation "A," so that the principal balance of each
such REMIC I Regular Interest is equal to 0.10% of the Group V Subordinate
Amount or Group VI Subordinate Amount, as the case may be (except that if on any
Distribution Date the Subordinate Amount for either of Loan Group V or Loan
Group VI is greater than the Subordinate Amount for such Loan Group on the
preceding Distribution Date, the least amount of principal shall be distributed
to the 5A Regular Interest and the 6A Regular Interest necessary to maintain the
ratio of the principal amount of the 5A Regular Interest to the principal amount
of the 6A Regular Interest being equal to the REMIC I Subordinated Balance
Ratio); and third, the remaining Realized Losses shall be allocated to the Class
ZZZ Regular Interest (except that if a Realized Loss is recognized with respect
to a Group III Discount Loan, a Group IV Discount Loan, a Group V Discount Loan
or a Group VI Discount Loan, the applicable Group III Discount Fraction, Group
IV Discount Fraction, Group V Discount Fraction or Group VI Discount Fraction of
such Realized Loss will be allocated to the Component 1A-P-1 Regular Interest,
the Component 1A-P-2 Regular Interest, the Component 2A-P-1 Regular Interest or
the Component 2A-P-2 Regular Interest, as applicable).


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         (e) All interest payments with respect to Component 1A-X-1 of the Class
1A-X Certificates shall be considered to have been made solely from the interest
payments of the Component 1A-X-1 Regular Interest of REMIC I, and the notional
amount of the Component 1A-X-1 Regular Interest shall be equal at all times to
the Component 1A-X-1 Notional Amount. All interest payments with respect to
Component 1A-X-2 of the Class 1A-X Certificates shall be considered to have been
made solely from the interest payments of the Component 1A-X-2 Regular Interest
of REMIC I, and the notional amount of the Component 1A-X-2 Regular Interest
shall be equal at all times to the Component 1A-X-2 Notional Amount. All
interest payments with respect to Component 1A-X-3 of the Class 1A-X
Certificates shall be considered to have been made solely from the interest
payments of the Component 1A-X-3 Regular Interest of REMIC I, and the notional
amount of the Component 1A-X-3 Regular Interest shall be equal at all times to
the Component 1A-X-3 Notional Amount. All interest payments with respect to
Component 1A-X-4 of the Class 1A-X Certificates shall be considered to have been
made solely from the interest payments of the Component 1A-X-4 Regular Interest
of REMIC I, and the notional amount of the Component 1A-X-4 Regular Interest
shall be equal at all times to the Component 1A-X-4 Notional Amount. All
interest payments with respect to Component 2A-X-1 of the Class 2A-X
Certificates shall be considered to have been made solely from the interest
payments of the Component 2A-X-1 Regular Interest of REMIC I, and the notional
amount of the Component 2A-X-1 Regular Interest shall be equal at all times to
the Component 2A-X-1 Notional Amount. All interest payments with respect to
Component 2A-X-2 of the Class 2A-X Certificates shall be considered to have been
made solely from the interest payments of the Component 2A-X-2 Regular Interest
of REMIC I, and the notional amount of the Component 2A-X-2 Regular Interest
shall be equal at all times to the Component 2A-X-2 Notional Amount. All
interest payments with respect to the Class IA-4 Certificates shall be
considered to have been made solely from the interest payments of the Class IA-4
Regular Interest of REMIC I, and the notional amount of the Class IA-4 Regular
Interest shall be equal at all times to the Class IA-4 Notional Amount. All
interest payments with respect to the Class IVA-4 Certificates shall be
considered to have been made solely from the interest payments of the Class
IVA-4 Regular Interest of REMIC I, and the notional amount of the Class IVA- 4
Regular Interest shall be equal at all times to the Class IVA-4 Notional Amount.
All interest payments with respect to the Class VA-3 Certificates shall be
considered to have been made solely from the interest payments of the Class VA-3
Regular Interest of REMIC I, and the notional amount of the Class VA-3 Regular
Interest shall be equal at all times to the Class VA-3 Notional Amount.

         The interest rate of Component 1A-X-1 of the Class 1A-X Certificates
shall be equal to the excess of the weighted average of the Pass-Through Rates
of the Group I Premium Loans as of the first day of such month over 6.75% per
annum. The interest rate of Component 1A-X-2 of the Class 1A-X Certificates
shall be equal to the excess of the weighted average of the Pass-Through Rates
of the Group II Premium Loans as of the first day of such month over 6.50% per
annum. The interest rate of Component 1A- X-3 of the Class 1A-X Certificates
shall be equal to the excess of the weighted average of the Pass-Through Rates
of the Group III Premium Loans as of the first day of such month over 6.50% per
annum. The interest rate of Component 1A-X-4 of the Class 1A-X Certificates
shall be equal to the excess of the weighted average of the Pass-


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Through Rates of the Group IV Premium Loans as of the first day of such month
over 6.50% per annum. The interest rate of Component 2A-X-1 of the Class 2A-X
Certificates shall be equal to the excess of the weighted average of the
Pass-Through Rates of the Group V Premium Loans as of the first day of such
month over 6.45% per annum. The interest rate of Component 2A-X-2 of the Class
2A-X Certificates shall be equal to the excess of the weighted average of the
Pass-Through Rates of the Group VI Premium Loans as of the first day of such
month over 6.125% per annum. The Component 1A-P-1, Component 1A- P-2, Component
2A-P-1 and Component 2A-P-2 Regular Interests shall not bear interest, but will
receive principal only in respect of the Loans.

         (f) All payments with respect to the Class 2M, 2B-1, 2B-2, 2B-3, 2B-4
and 2B-5 Certificates of REMIC II shall be considered to have been made solely
from the 5A Regular Interest, the 5B Regular Interest, the 6A Regular Interest,
the 6B Regular Interest and the Class ZZZ Regular Interest. The principal
balance of the 5B Regular Interest is equal to 1.00% of the Scheduled Principal
Balance of the Group V Loans. The principal balance of the 6B Regular Interest
is equal to 1.00% of the Scheduled Principal Balance of the Group VI Loans. The
principal balance of the 5A Regular Interest is equal to 0.10% of the Group V
Subordinate Amount (subject to adjustment to maintain the REMIC I Subordinated
Balance Ratio). The principal balance of the 6A Regular Interest is equal to
0.10% of the Group VI Subordinate Amount (subject to adjustment to maintain the
REMIC I Subordinated Balance Ratio). The principal balance of the Class ZZZ
Regular interest is equal to the excess of (x) the aggregate Scheduled Principal
Balance of the Loans over (y) the aggregate principal balance of REMIC I Regular
Interests 1A, 1B, 2A, 2B, 3A, 3B, 4A, 4B, 5A, 5B, 6A, 6B, Component 1A-P-1,
Component 1A- P-2, Component 2A-P-1 and Component 2A-P-2. The interest rate on
the 1B Regular Interest is equal to the weighted average of the Pass-Through
Rates of the Group I Loans as of the first day of such month. The interest rate
on the 2B Regular Interest is equal to the weighted average of the Pass-Through
Rates of the Group II Loans as of the first day of such month. The interest rate
on the 3B Regular Interest is equal to the weighted average of the Pass-Through
Rates of the Group III Loans as of the first day of such month. The interest
rate on the 4B Regular Interest is equal to the weighted average of the
Pass-Through Rates of the Group IV Loans as of the first day of such month. The
interest rate on the 5B Regular Interest is equal to the weighted average of the
Pass-Through Rates of the Group V Loans as of the first day of such month. The
interest rate on the 6B Regular Interest is equal to the weighted average of the
Pass-Through Rates of the Group VI Loans as of the first day of such month. The
interest rate on the 1A Regular Interest, the 2A Regular Interest, the 3A
Regular Interest, the 4A Regular Interest, the 5A Regular Interest, the 6A
Regular Interest and the Class ZZZ Regular Interest is equal to the weighted
average of the Pass-Through Rates of the Loans as of the first day of such
month. The interest rate on the Class 2M, 2B-1, 2B-2, 2B-3, 2B-4 and 2B-5
Certificates is equal to the weighted average of the interest rates of the 5A
Regular Interest and the 6A Regular Interest (weighted on the basis of the
principal balance of each such Regular Interest), subject on any date of
determination (i) to, in the case of the 5A Regular Interest, a cap and a floor
equal to the interest rate on the 5B Regular Interest on such date and (ii) to,
in the case of the 6A Regular Interest, a cap and a floor equal to the interest
rate on the 6B Regular Interest.


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         Section 2.5 Designation of Startup Day. The Closing Date is hereby
designated as the "startup day" of each of REMIC I and REMIC II within the
meaning of Section 860G(a)(9) of the Code.

         Section 2.6 No Contributions. The Trustee shall not accept or make any
contribution of cash to the Trust Fund after 90 days of the Closing Date, and
shall not accept or make any contribution of other assets to the Trust Fund
unless, in either case, it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause either
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Class A
or Group I and Group II Subordinate Certificates are outstanding or subject the
Trust Fund to any tax on contributions to the REMIC under Section 860G(d) of the
Code.

         Section 2.7 Representations and Warranties of the Servicer. The
Servicer hereby represents, warrants and covenants to the Trustee for the
benefit of Certificateholders that, as of the date of execution of this
Agreement:

                  (a) the Servicer is a corporation duly formed and validly
         existing under the laws of the State of Delaware;

                  (b) the execution and delivery of this Agreement by the
         Servicer and its performance of and compliance with the terms of this
         Agreement will not violate the Servicer's corporate charter or by-laws
         or constitute a default (or an event which, with notice or lapse of
         time, or both, would constitute a default) under, or result in the
         breach of, any material contract, agreement or other instrument to
         which the Servicer is a party or which may be applicable to the
         Servicer or any of its assets;

                  (c) this Agreement, assuming due authorization, execution and
         delivery by the Trustee and the Depositor, constitutes a valid, legal
         and binding obligation of the Servicer, enforceable against it in
         accordance with the terms hereof subject to applicable bankruptcy,
         insolvency, reorganization, moratorium and other laws affecting the
         enforcement of creditors' rights generally and to general principles of
         equity, regardless of whether such enforcement is considered in a
         proceeding in equity or at law;

                  (d) the Servicer is not in default with respect to any order
         or decree of any court or any order, regulation or demand of any
         federal, state, municipal or governmental agency, which default might
         have consequences that would materially and adversely affect the
         condition (financial or other) or operations of the Servicer or its
         properties or might have consequences that would affect its performance
         hereunder;

                  (e) no litigation is pending or, to the best of the Servicer's
         knowledge, threatened against the Servicer which would prohibit its
         entering into this Agreement or performing its obligations under this
         Agreement; and


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                  (f) as long as the Servicer has any obligations to service the
         Loans hereunder (and it has not assigned such obligations pursuant to
         Section 3.1(c)), it shall be a FNMA or a FHLMC-qualified servicer.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.7 shall survive delivery of the respective Mortgage
Files to the Trustee, or to a Custodian, as the case may be.

                                   ARTICLE III

                      ADMINISTRATION AND SERVICING OF LOANS

         Section 3.1 Servicer to Act as Servicer; Administration of the Loans.

         (a) The Servicer shall service and administer the Loans on behalf of
the Trust Fund solely in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment)
and the Trustee (as trustee for Certificateholders) in accordance with the terms
of this Agreement and the respective Loans and, to the extent consistent with
such terms, in the same manner in which, and with the same care, skill, prudence
and diligence with which, it services and administers similar mortgage loans for
other portfolios, giving due consideration to customary and usual standards of
practice of prudent institutional residential mortgage lenders and loan
servicers, and taking into account its other obligations hereunder, but without
regard to:

                  (i) any relationship that the Servicer, any sub-servicer, any
         special servicer or any Affiliate of the Servicer, any sub-servicer or
         any special servicer may have with the related Mortgagor;

                  (ii) the ownership of any Certificate by the Servicer, any
         special servicer or any Affiliate of the Servicer, any sub-servicer or
         any special servicer;

                  (iii) the Servicer's, any sub-servicer's or any special
         servicer's right to receive compensation for its services hereunder or
         with respect to any particular transaction; or

                  (iv) the ownership, or servicing or management for others, by
         the Servicer, any sub-servicer or any special servicer, of any other
         mortgage loans or property.

         To the extent consistent with the foregoing and subject to any express
limitations set forth in this Agreement, the Servicer shall seek to maximize the
timely and complete recovery of principal and interest on the Mortgage Notes;
provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Servicer of the collectability of the Loans.
Subject only to the above-described servicing standards and the terms of this
Agreement


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<PAGE>

and of the respective Loans, the Servicer, as an independent contractor, shall
service and administer the Loans and shall have full power and authority, acting
alone or through one or more subservicers, special servicers or agents (subject
to paragraph (c) of this Section 3.1), to do any and all things in connection
with such servicing and administration which it may deem necessary or desirable
for the purpose of conserving the assets of the Trust Fund. Without limiting the
generality of the foregoing, the Servicer shall and is hereby authorized and
empowered by the Trustee to continue to execute and deliver, on behalf of
itself, the Certificateholders and the Trustee or any of them, any and all
financing statements, continuation statements and other documents or instruments
necessary to maintain the lien on each Mortgaged Property and related
collateral; and modifications, waivers, consents or amendments to or with
respect to any documents contained in the related Mortgage File; and 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 Loans and
with respect to the related Mortgaged Properties. Notwithstanding the foregoing,
the Servicer (whether acting alone or through one or more subservicers, special
servicers or agents) shall not modify, amend, waive or otherwise consent to the
change of the terms of any of the Loans (including without limitation extending
the stated maturity date of any Loan or forgiving principal of or interest on
any Loan), except as permitted by Section 3.2 hereof. The Servicer shall service
and administer the Loans in accordance with applicable law and shall provide to
the Mortgagors any reports required to be provided to them thereby. To enable
the Servicer to carry out its servicing and administrative duties hereunder,
upon the Servicer's written request accompanied by the forms of any documents
requested, the Trustee shall execute and deliver to the Servicer any powers of
attorney and other documents necessary or appropriate and the Trustee shall not
be responsible for releasing such powers of attorney. The Trustee shall not be
responsible for, and the Servicer shall indemnify the Trustee for, any action
taken by the Servicer pursuant to the application of any such power of attorney.
The relationship of the Servicer (and of any successor thereto) to the Trustee
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.

         (b) The Servicer, Trustee and Depositor intend that REMIC I and REMIC
II formed hereunder shall constitute, and that the Servicer shall perform its
duties and obligation hereunder so as to qualify each of them as, a "real estate
mortgage investment conduit" as defined in and in accordance with the REMIC
Provisions. The Tax Matters Person, or the Person acting as attorney-in-fact and
agent therefor, shall: (a) prepare and file, or cause to be prepared and filed,
federal tax returns (as well as any other federal and state information and
other returns) using a calendar year as the taxable year when and as required by
the REMIC Provisions; (b) make (or cause to be made) an election, on behalf of
each of REMIC I and REMIC II, to be treated as a REMIC on the Federal tax return
and any applicable state or local returns for the first taxable year, in
accordance with the REMIC Provisions; (c) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders all information reports
(including, without limitation, the information required in connection with the
computation of the present value of anticipated excess inclusions as required by
ss. 1.860E-2(a)(5) of the REMIC Provisions) as and when required to be provided
to them in accordance with the REMIC Provisions; (d) conduct the


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affairs of the Trust Fund at all times that REMIC I Regular Interests or REMIC
II Certificates are outstanding so as to maintain the status of each of REMIC I
and REMIC II as a REMIC under the REMIC Provisions; and (e) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of either REMIC I or REMIC II.

         (c) The Servicer may enter into sub-servicing agreements with third
parties with respect to any of its respective obligations hereunder, provided,
that (1) any such agreement shall be consistent with the provisions of this
Agreement and (2) no sub- servicer retained by the Servicer shall grant any
modification, waiver or amendment to any Loan without the approval of the
Servicer. Any such sub-servicing agreement may permit the sub-servicer to
delegate its duties to agents or subcontractors so long as the related
agreements or arrangements with such agents or subcontractors are consistent
with the provisions of this Section 3.1(c).

         Any sub-servicing agreement entered into by the Servicer with a Person
other than the Depositor shall provide that it may be assumed or terminated by
the Trustee if the Trustee has assumed the duties of the Servicer, without cost
or obligation to the assuming or terminating party or the Trust Fund, upon the
assumption by such party of the obligations of the Servicer pursuant to Section
7.5.

         Any sub-servicing agreement, and any other transactions or services
relating to the Loans involving a sub-servicer, including (if applicable) the
Depositor in its capacity as sub-servicer under a sub-servicing agreement and
not in its capacity as a party to this Agreement, shall be deemed to be between
the Servicer and such sub-servicer (including the Depositor) alone, and the
Trustee and the Certificateholders shall not be deemed parties thereto and shall
have no claims, rights, obligations, duties or liabilities with respect to the
sub-servicer, except as set forth in Section 3.1(d).

         In the event that the Trustee assumes the servicing obligations of the
Servicer, upon request of the Trustee, the Servicer shall at its own expense
deliver to the Trustee all documents and records relating to any sub-servicing
agreement and the Loans then being serviced thereunder and an accounting of
amounts collected and held by it, if any, and will otherwise use its best
efforts to effect the orderly and efficient transfer of any sub-servicing
agreement to the Trustee.

         (d) Costs incurred by the Servicer in effectuating the timely payment
of taxes and assessments on the Mortgaged Property securing a Mortgage Note
shall be recoverable by the Servicer pursuant to Section 3.3. The Servicer shall
ensure all such taxes and assessments are timely paid.

         The Servicer, as initial servicer, shall pay all of its costs and
proven damages incurred with respect to or arising out of any allegation of
impropriety in its servicing of the Loans. Further, the Servicer shall not be
entitled to reimbursement or indemnification from either the Trust Fund or the
Certificateholders with respect to any such costs, claims and damages.


                                       93
<PAGE>

         (e) Notwithstanding any sub-servicing agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and any Person (including the Depositor) acting as sub-servicer (or its agents
or subcontractors) or any reference to actions taken through any Person
(including the Depositor) acting as sub-servicer or otherwise, the Servicer
shall remain obligated and primarily liable to the Trustee and
Certificateholders for the servicing and administering of the Loans in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such sub-servicing agreements or
arrangements or by virtue of indemnification from the Depositor or any other
Person acting as sub-servicer (or its agents or subcontractors) to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Loans. The Servicer shall be entitled to enter
into an agreement with any sub-servicer providing for indemnification of the
Servicer by such sub-servicer (including the Depositor and the Trustee), and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification, but no such agreement for indemnification shall be deemed to
limit or modify this Agreement.

         Section 3.2 Collection of Certain Loan Payments; Custodial Account for
P&I.

         (a) The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Loans, and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures as it follows with respect to conventional mortgage loans it services
for itself and any of its Affiliates; provided, however, that the Servicer
agrees not to permit any modification with respect to any Loan that would change
the manner in which the Mortgage Interest Rate is computed, forgive any
principal or interest or change the term of such Loan. Consistent with the
foregoing, the Servicer may in its discretion (i) waive any assumption fee, late
payment charge or other charge in connection with a Loan, and (ii) arrange a
schedule, running for no more than 180 days after the scheduled Due Date, for
payment of any installment on any Mortgage Note or after the due date of any
other payment due under the related Mortgage Note for the liquidation of
delinquent items, provided, that the Servicer shall continue to be obligated to
make Advances in accordance with Section 4.3 during the continuance of such
period. With respect to any Loans which provide for the right of the holder
thereof to call for early repayment thereof at times specified therein, neither
the Trustee nor the Servicer shall exercise any such right, except that the
Trustee shall exercise such right at the written direction of the Servicer set
forth in an Officer's Certificate in connection with a default under the related
Note. Notwithstanding anything herein to the contrary, neither the Servicer nor
any other party may take any action that would cause a "significant
modification" of any Loan within the meaning of the REMIC Provisions that would
cause REMIC I or REMIC II to fail to qualify as a REMIC at any time or cause a
tax to be imposed on the Trust Fund under the REMIC Provisions.

         (b) The Servicer shall establish and maintain a separate account as set
forth in Article I (the "Custodial Account for P&I"), and shall on the Closing
Date credit any amounts representing scheduled payments of principal and
interest due after the Cut-off Date but received by the Servicer on or before
the Closing Date, and thereafter on a daily basis the following


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payments and collections received or made by it (other than in respect of
principal of and interest on the Loans due on or before the Cut-off Date):

                  (i) All Mortgagor payments on account of principal, including
         Principal Prepayments on the Loans;

                  (ii) All Mortgagor payments on account of interest on the
         Loans, which may be net of that portion thereof which the Servicer is
         entitled to retain as Servicing Fees (adjusted for any amounts related
         to Compensating Interest) pursuant to Section 3.9, as adjusted pursuant
         to Section 4.6;

                  (iii) All net Liquidation Proceeds;

                  (iv) All Insurance Proceeds received by the Servicer, other
         than proceeds to be applied to the restoration or repair of the
         property subject to the related Mortgage or released to the Mortgagor
         in accordance with the Servicer's normal servicing procedures, and all
         amounts deposited by the Servicer with respect to the failure to
         maintain flood or fire and hazard insurance policies, pursuant to
         Section 3.5;

                  (v) All repurchase proceeds from the repurchase of a Loan
         pursuant to a Purchase Obligation;

                  (vi) any amounts required to be deposited pursuant to Section
         3.2(c) in connection with net losses realized on Eligible Investments
         with respect to funds held in the Custodial Account for P&I;

                  (vii) all income and gain realized from any investment of the
         funds in the Custodial Account for P&I in Eligible Investments;

                  (viii) all net income from the renting of REO Property
         pursuant to Section 3.7(c); and

                  (ix) All other amounts required to be deposited in the
         Custodial Account for P&I pursuant to this Agreement.

         (c) The Servicer may invest the funds in the Custodial Account for P&I
in Eligible Investments which shall mature not later than the second Business
Day preceding the next Distribution Date unless the Custodial Account for P&I is
maintained with the Trustee in which case they may mature one Business Day prior
to the Distribution Date. The Eligible Investments may not be sold or disposed
of prior to their maturity. All such Eligible Investments shall be made in the
name of the Servicer (in its capacity as such) or its nominee. All income and
gain realized from any such investment shall be for the benefit of the Servicer,
and shall be payable to the Servicer. The amount of any losses incurred in
respect of any such investments shall be


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deposited in the Custodial Account for P&I by the Servicer, out of its own funds
immediately as realized without right to reimbursement therefor.

         (d) The foregoing requirements for deposit in the Custodial Account for
P&I shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments in the nature of those described in
the last paragraph of this Section 3.2 and payments in the nature of late
payment charges or assumption fees need not be deposited by the Servicer in the
Custodial Account for P&I. All funds deposited by the Servicer in the Custodial
Account for P&I shall be held by it in trust in the Custodial Account for P&I
until disbursed in accordance with Section 4.1 or withdrawn in accordance with
Section 3.3; provided, however, that the Servicer shall withdraw such funds and
deposit them in such manner as to not result in a downgrading or withdrawal of
the rating then assigned to the Certificates by each Rating Agency. If the
Servicer deposits in the Custodial Account for P&I any amount not required to be
deposited therein, it may at any time withdraw such amount from the Custodial
Account for P&I pursuant to Section 3.3(i) of this Agreement.

         Certain of the Loans may provide for payment by the Mortgagor of
amounts to be used for payment of taxes, assessments, hazard or other insurance
premiums or comparable items for the account of the Mortgagor. The Servicer may
deal with these amounts in accordance with its normal servicing procedures.

         Section 3.3 Permitted Withdrawals from the Custodial Account for P&I.
The Servicer may, from time to time, make withdrawals from the Custodial Account
for P&I for the following purposes:

                  (a) to reimburse itself for Advances made by it pursuant to
         Section 3.4 or 4.3, the Servicer's right to reimburse itself pursuant
         to this subclause (a) being limited to (i) amounts received on or in
         respect of particular Loans (including, for this purpose, Liquidation
         Proceeds and Insurance Proceeds which represent late recoveries of
         payments of principal and/or interest respecting which any such Advance
         was made and any net income received from the renting of REO Property
         pursuant to Section 3.7(c)) and (ii) amounts in the Custodial Account
         for P&I held for future distribution or withdrawal, such amounts
         referred to in clause (ii) of this subclause (a) to be replaced by the
         Servicer to the extent that funds in the Custodial Account for P&I on a
         future Withdrawal Date are less than the payment required to be made to
         the Certificate Account therefrom as of such future Distribution Date;

                  (b) (i) to reimburse itself from Liquidation Proceeds for
         Liquidation Expenses, (ii) for amounts expended by it pursuant to
         Section 3.7 in good faith in connection with the restoration of damaged
         property and (iii) to the extent that Liquidation Proceeds after such
         reimbursement are in excess of the Principal Balance of the related
         Loan together with accrued and unpaid interest thereon at the
         applicable Pass-Through Rate to the date of such liquidation, net of
         any related Advances which were unreimbursed prior to the


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         receipt of such Liquidation Proceeds, to pay to itself any unpaid
         Servicing Fees, and any assumption fees, late payment charges or other
         Mortgage charges on the related Loan;

                  (c) to pay to itself from any Mortgagor payment as to interest
         or other recovery with respect to a particular Loan, to the extent
         permitted by this Agreement, that portion of any payment as to interest
         in excess of interest at the applicable Pass-Through Rate which the
         Servicer is entitled to retain as Servicing Fees pursuant to Section
         3.9 or otherwise;

                  (d) to reimburse itself for expenses incurred by and
         recoverable by or reimbursable to it pursuant to Section 3.1 or 3.5
         after the related Mortgagor has reimbursed the Trust Fund for such
         expenses or following liquidation of the related Loan, or pursuant to
         Section 6.3;

                  (e) to pay to itself with respect to each Loan or property
         acquired in respect thereof that has been repurchased pursuant to
         Section 2.2 or 2.3 or purchased by the Class R Certificateholder
         pursuant to Section 9.1 all amounts received thereon and not
         distributed as of the date on which the related Principal Balance is
         determined;

                  (f)      to reimburse itself for any Nonrecoverable Advances;

                  (g) to disburse to the Trustee in order that the Trustee may
         make payments to Certificateholders in the amounts and in the manner
         provided for in Section 4.1;

                  (h) to pay itself any net interest or other income earned and
         received on or investment income received with respect to funds in the
         Custodial Account for P&I; and

                  (i) to make payments to itself or others pursuant to any
         provision of this Agreement and to remove any amounts not required to
         be deposited therein and to clear and terminate the Custodial Account
         for P&I pursuant to Section 9.1.

         Since in connection with withdrawals pursuant to subclauses (a), (b),
(c) and (e) the Servicer's entitlement thereto is limited to collections or
other recoveries on the related Loan, the Servicer shall keep and maintain a
separate accounting for each Loan for the purpose of justifying any withdrawal
from the Custodial Account for P&I pursuant to such subclauses.

         The Servicer shall make the withdrawal referred to in subclause (g)
above and shall deposit the amount so withdrawn into the Certificate Account
prior to 4:00 P.M. New York City time on each related Withdrawal Date.


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         Section 3.4 Taxes, Assessments and Similar Items; Escrow Accounts.

         (a) The Servicer shall establish and maintain one or more accounts
(each, an "Escrow Account") into which all Escrow Payments shall be deposited
and in which all Escrow Payments shall be retained. Escrow Accounts shall be
Eligible Accounts, and funds in the Escrow Account may be invested in Eligible
Investments. The Servicer shall notify the Trustee in writing of the location
and account number of each Escrow Account it establishes and shall notify the
Trustee prior to any subsequent change thereof. Withdrawals of amounts from an
Escrow Account may be made only to: (i) effect payment of taxes, assessments,
insurance premiums and comparable items; (ii) refund to Mortgagors any sums that
are determined to be overages; (iii) reimbursement to the Servicer for any cost
incurred in paying taxes, insurance premiums and assessments or comparable
items; (iv) pay interest, if required and as described below, to Mortgagors on
balances in the Escrow Account; (v) withdraw interest or other income which may
lawfully be retained by the Trust Fund, for deposit into the Certificate
Account; or (vi) clear and terminate the Escrow Account at the termination of
this Agreement in accordance with Section 9.1. Unless otherwise required by
applicable law, any interest earned on funds in Escrow Accounts shall be
remitted to the related Mortgagors if required by the related Mortgage Note or
otherwise to the Servicer as additional servicing compensation.

         (b) With respect to each Loan, the Servicer shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
taxes, assessments and other similar items that are or may become a lien on the
related Mortgaged Property and the status of insurance premiums payable with
respect thereto. The Servicer shall require that payments for taxes,
assessments, insurance premiums and other similar items be made by the Mortgagor
at the time they first become due. If a Mortgagor fails to make any such payment
on a timely basis, the Servicer shall advance the amount of any shortfall unless
the Servicer determines in its good faith judgment that such advance would not
be ultimately recoverable from future payments and collections on the related
Loan (including without limitation Insurance Proceeds and Liquidation Proceeds),
or otherwise. The Servicer shall be entitled to reimbursement of advances it
makes pursuant to the preceding sentence, together with interest thereon at the
Federal Funds Rate, from amounts received on or in respect of the related Loan
respecting which such advance was made or if such advance has become
nonrecoverable, in either case to the extent permitted by Section 3.3 of this
Agreement. No costs incurred by the Servicer in effecting the payment of taxes
and assessments on the Mortgaged Properties shall, for the purpose of
calculating distributions to Certificateholders, be added to the amount owing
under the related Loans, notwithstanding that the terms of such Loans so permit.

         Section 3.5 Maintenance of Insurance. The Servicer shall also cause to
be maintained for each Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount
which is at least equal to the lesser of (i) the Principal Balance of such Loan
or (ii) the replacement value costs of improvements securing such Loan. The
Servicer shall cause to be maintained fire and hazard insurance with extended
coverage on each REO Property in an amount which is at least equal to the
greater of (i) an


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amount not less than is necessary to avoid the application of any co-insurance
clause contained in the related fire and hazard insurance policy or (ii) the
replacement cost of the improvements which are a part of such property. The
Servicer shall also cause to be maintained for each Loan with a Loan-to-Value
Ratio greater than 80% a primary mortgage insurance policy which will cover at
least 75% of the original fair market value of the related Mortgaged Property
until such time as the principal balance of such Loan is reduced to 80% of the
current fair market value or otherwise in accordance with applicable law. The
Servicer on behalf of the Trustee as Mortgagee shall maintain or cause the
related Mortgagor to maintain for each Loan such other insurance on the related
Mortgaged Property as may be required by the terms of the related Mortgage Note.
If the Mortgaged Property is in an area identified in the Federal Register by
the Flood Emergency Management Agency as having special flood hazards the
Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the full insurable value, (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, and (iii) the Principal Balance of the related Loan. The
Servicer shall also maintain fire and hazard insurance with extended coverage
and, if applicable, flood insurance on property acquired upon foreclosure, or by
deed in lieu of foreclosure, of any Loan in an amount that is at least equal to
the lesser of (i) the maximum insurable value of the improvements which are a
part of such property and (ii) the principal balance owing on such Loan at the
time of such foreclosure or grant of deed in lieu of foreclosure plus accrued
interest and related Liquidation Expenses. If an REO Property was located at the
time of origination of the related Loan in a federally designated special flood
hazard area, the Servicer will obtain flood insurance in respect thereof
providing substantially the same coverage as described in the preceding
sentence. If at any time during the term of this Agreement a recovery under a
flood or fire and hazard insurance policy in respect of an REO Property is not
available but would have been available if such insurance were maintained
thereon in accordance with the standards applied to Mortgaged Properties
described herein, the Servicer shall either (i) immediately deposit into the
Custodial Account for P&I from its own funds the amount that would have been
recovered or (ii) apply to the restoration and repair of the property from its
own funds the amount that would have been recovered, if such application would
be consistent with the servicing standard set forth in Section 3.1. It is
understood and agreed that such insurance shall be with insurers approved by the
Servicer and that no earthquake or other additional insurance is to be required
of any Mortgagor, other than pursuant to such applicable laws and regulations or
policies of the Servicer as shall at any time be in force and as shall require
such additional insurance. Pursuant to Section 3.2, any amounts collected by the
Servicer under any insurance policies maintained pursuant to this Section 3.5
(other than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or released to the Mortgagor in accordance with
the Servicer's normal servicing procedures) shall be deposited into the
Custodial Account for P&I, subject to withdrawal pursuant to Section 3.3. Any
cost incurred by the Servicer in maintaining any such insurance shall be
recoverable by the Servicer pursuant to Section 3.3. In the event that the
Servicer shall obtain and maintain a blanket policy issued by an insurer that
qualifies under the guidelines set forth for the Servicer by FNMA or FHLMC,
insuring against hazard losses on all of the Loans,


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<PAGE>

then, to the extent such policy provides coverage in an amount equal to
the unpaid principal balance on the Loans without co-insurance and otherwise
complies with all other requirements set forth in the first paragraph of this
Section 3.5, it shall conclusively be deemed to have satisfied its obligation as
set forth in such first paragraph, it being understood and agreed that such
policy may contain a deductible clause, in which case the Servicer shall, in the
event that there shall not have been maintained on the related mortgaged or
acquired property an insurance policy complying with the first paragraph of this
Section 3.5 and there shall have been a loss which would have been covered by
such a policy had it been maintained, be required to deposit from its own funds
into the Custodial Account for P&I or apply to the restoration of the property
the amount not otherwise payable under the blanket policy because of such
deductible clause.

         The Servicer shall obtain and maintain at its own expense throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions
insurance policy with broad coverage with responsible companies covering the
Servicer's officers and employees and other persons acting on behalf of the
Servicer in connection with its activities under this Agreement. Any such
fidelity bond and errors and omissions insurance shall provide an amount of
coverage and will maintain such coverage at a level which will permit the
Servicer to continue to be a FNMA or a FHLMC-qualified Servicer and shall
protect and insure the Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such persons. No
provision of this Section 3.5 requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve the Servicer from its duties and
obligations as set forth in this Agreement.

         Section 3.6 Enforcement of Due-on-Sale Clauses; Assumption and
Substitution Agreements. In any case in which property subject to a Mortgage is
conveyed by the Mortgagor, the Servicer will enforce any due-on-sale clause
contained in the related Mortgage Note or Mortgage, to the extent permitted
under applicable law and governmental regulations, but only to the extent that
such enforcement will not adversely affect or jeopardize coverage under any
related insurance policy or result in legal action by the Mortgagor. Subject to
the foregoing, the Servicer is authorized to take or enter into an assumption or
substitution agreement from or with the Person to whom such property has been or
is about to be conveyed. The Servicer is also authorized to release the original
Mortgagor from liability upon the Loan and substitute the new Mortgagor as
obligor thereon. In connection with such assumption or substitution, the
Servicer shall apply such underwriting standards and follow such practices and
procedures as shall be normal and usual and as it applies to mortgage loans
owned solely by it or any of its Affiliates. The Servicer shall notify the
Trustee that any such assumption or substitution agreement has been completed by
forwarding to the Trustee the original copy of such assumption or substitution
agreement, which copy shall be added by the Trustee 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.
In connection with any such assumption or substitution agreement, the interest
rate of the related Mortgage Note shall not be changed. Any fee collected by the
Servicer for entering into an assumption or substitution of liability agreement
will be retained by the Servicer as servicing compensation.



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         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any conveyance by the
Mortgagor of the Mortgaged Property or any assumption of a Loan by operation of
law which the Servicer in good faith determines it may be restricted by law from
preventing, for any reason whatsoever.

         Section 3.7       Realization upon Defaulted Loans.

         (a) Consistent with the servicing standard set forth in Section 3.1 and
with a view to the best economic interest of the Trust Fund, the Servicer shall
foreclose upon or otherwise comparably convert (which may include acquisition of
an REO Property) the Mortgaged Properties securing such of the Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.2. In
connection with such foreclosure or other conversion, the Servicer shall follow
such practices and procedures as it shall deem necessary or advisable and as
shall be normal and usual in its general mortgage servicing activities. The
foregoing is subject to the proviso that the Servicer shall not be required to
expend its own funds in connection with any foreclosure or to restore any
damaged property unless it shall determine (i) that such foreclosure and/or
restoration expenses will increase the Liquidation Proceeds to
Certificateholders after reimbursement to itself for such expenses and (ii) that
such expenses will be recoverable to it through Liquidation Proceeds (respecting
which it shall have priority for purposes of withdrawal from the Custodial
Account for P&I pursuant to Section 3.3). Any gain on foreclosure or other
conversion of a Liquidated Loan shall be distributed to the Class R
Certificateholder, but only to the extent that such gain is not necessary to
make distributions to the Certificateholders of the other Classes of offered
Certificates. The 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 (as well as any Servicing Fees and other
amounts due it, if any), to the extent, but only to the extent, that withdrawals
from the Custodial Account for P&I with respect thereto are permitted under
Section 3.3. Within 30 days after receipt of Liquidation Proceeds in respect of
a Liquidated Loan, the Servicer shall provide to the Trustee a statement of
accounting for the related Liquidated Loan, including without limitation (i) the
Loan number, (ii) the date the Loan was acquired in foreclosure or deed in lieu,
and the date the Loan became a Liquidated Loan, (iii) the gross sales price and
the related selling and other expenses, (iv) accrued interest calculated from
the foreclosure date to the liquidation date, and (v) such other information as
the Trustee may reasonably specify.

         (b) Prior to any such foreclosure, the Servicer may, at its option,
repurchase any Loan which is 90 days or more delinquent and which the Servicer
determines in good faith would otherwise become subject to foreclosure
proceedings or any Loan as to which the Mortgagor tenders a deed in lieu of
foreclosure at a price equal to the outstanding Principal Balance of the Loan
plus accrued interest at the applicable Pass-Through Rate to the next Due Date.
Any such repurchase shall be deemed a Principal Prepayment for purposes of this
Agreement and all


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<PAGE>

amounts in respect thereof shall be deposited into the Custodial Account for P&I
pursuant to Section 3.2(b).

         (c) The Trust Fund shall not acquire any real property (or personal
property incident to such real property) except in connection with a default or
imminent default of a Loan. Based on a report prepared by an Independent Person
who regularly conducts environmental audits that the Mortgaged Property for
which foreclosure proceedings are contemplated is in compliance with applicable
environmental laws, and there are no circumstances present at such Mortgaged
Property relating to the use, management or disposal of any hazardous materials,
wastes, or petroleum based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or that it would be in the best economic interest of
the Trust Fund to acquire title to such Mortgaged Property and further to take
such actions as would be necessary and appropriate to effect such compliance
and/or respond to such circumstances, the Servicer will not conduct such
foreclosure proceedings. If the Servicer otherwise becomes aware, under its
customary servicing procedures, of an environmental hazard with respect to a
Loan for which foreclosure proceedings are contemplated, the Servicer will not
conduct such foreclosure proceedings unless it determines in good faith that the
liability associated with the environmental hazard will be less than the
Liquidation Proceeds to be realized from the sale of the related Mortgaged
Property. In the event that the Trust Fund acquires any real property (or
personal property incident to such real property) in connection with a default
or imminent default of a Loan, such REO Property shall be disposed of by the
Trust Fund within three years after its acquisition by the Trust Fund unless the
Trustee shall have received from the Servicer an Opinion of Counsel to the
effect that the holding by the Trust Fund of such REO Property subsequent to
three years after its acquisition will not cause either REMIC I or REMIC II to
fail to qualify as a REMIC under the REMIC Provisions at any time that any REMIC
I Regular Interests or Certificates are outstanding, in which case such REO
Property shall be disposed of as soon as possible by the Trust Fund but in no
event shall be held longer than the maximum period of time during which the
Trust Fund is then permitted to hold such REO Property and allow REMIC I and
REMIC II to remain qualified as REMICs under the REMIC Provisions. The Servicer
shall manage, conserve, protect and operate each such REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such property is located and may, incident to its conservation
and protection of the interests of the Certificateholders, rent the same, or any
part thereof, as the Servicer deems to be in the best interest of the Servicer
and the Certificateholders for the period prior to the sale of such REO
Property. All proceeds from the renting of such REO Property shall, net of any
costs or expenses of the Servicer in connection therewith, be deposited into the
Custodial Account for P&I pursuant to Section 3.3(b)(ix).


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         (d) In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Loan, such Loan shall (except for purposes of
Section 9.1) be considered to be a Loan held in the Trust Fund until such time
as the related REO Property shall be sold by the Trust Fund and shall be reduced
only by collections net of expenses. Consistent with the foregoing, for purposes
of all calculations hereunder, so long as such Loan shall be considered to be an
outstanding Loan, it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for purposes of determining the Scheduled Principal
Balance thereof, the related amortization schedule in effect at the time of any
such acquisition of title remain in effect.

         (e) The Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.7 unless either:

                  (i) such personal property is incident to real property
         (within the meaning of Section 856(e)(1) of the Code) so acquired by
         the Servicer for the benefit of the Trust Fund; or

                  (ii) the Servicer shall have requested and received an Opinion
         of Counsel (which opinion shall be an expense of the Trust Fund) to the
         effect that the holding of such personal property by the Trust Fund
         will not cause the imposition of a tax on the Trust Fund under the
         REMIC Provisions or cause either REMIC I or REMIC II of the Trust Fund
         to fail to qualify as a REMIC at any time that any Certificate is
         outstanding.

         Section 3.8 Trustee to Cooperate; Release of Mortgage Files. Upon the
payment in full of any Loan, or the receipt by the Servicer of a notification
that the payment in full will be escrowed in a manner customary for such
purposes, the Servicer will immediately notify the Trustee by an Officer's
Certificate (which Officer's Certificate shall include a statement to the effect
that all amounts received in connection with such payment which are required to
be deposited in the Custodial Account for P&I pursuant to Section 3.2 have been
or will be so deposited) and shall by such Officer's Certificate request
delivery to it of the Mortgage File. Upon receipt of such Officer's Certificate
and request, the Trustee shall promptly release or cause to be released the
related Mortgage File to the Servicer. Upon the Trustee's receipt of any release
or reconveyance documents or instruments relating to the Loan paid in full, the
Trustee shall, not later than the 5th succeeding Business Day, execute and
return such documents and instruments to the Servicer. From time to time and as
appropriate for the servicing or foreclosure of any Loan, the Trustee shall,
upon written request of the Servicer and delivery to the Trustee of a trust
receipt signed by a Servicing Officer, release or cause to be released the
related Mortgage File to the Servicer and shall execute such documents furnished
to it as shall be necessary to the prosecution of any such proceedings. Such
trust receipt shall obligate the Servicer to return each and every document
previously requested from the Mortgage File to the Trustee when the need
therefor by the Servicer no longer exists unless the Loan shall be liquidated,
in which case, upon


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<PAGE>

receipt of a certificate of a Servicing Officer similar to that herein above
specified, the trust receipt shall be released by the Trustee to the Servicer by
delivery to a Servicing Officer and the Trustee shall have no further
responsibility with respect to such Mortgage Files.

         Section 3.9 Servicing Compensation. The Servicer shall be entitled to
retain or, if not retained, to withdraw from the Certificate Account as
servicing compensation its Servicing Fee out of each payment on account of
interest on each Loan, subject to adjustment as provided in Section 4.6. The
Servicer shall also be entitled to payment of unpaid Servicing Fees with respect
to a delinquent Loan out of Liquidation Proceeds with respect to such Loan, to
the extent permitted by Section 3.3(b). Servicing compensation in the form of
assumption fees, late payment charges or otherwise shall be retained by the
Servicer and need not be deposited in the Custodial Account for P&I. The
Servicer shall also be entitled to additional servicing compensation out of
Liquidation Proceeds to the extent provided in Section 3.3(b). The Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including maintenance of the blanket hazard
insurance policy and the blanket fidelity bond and errors and omissions policy
required by Section 3.5) and shall not be entitled to reimbursement therefor
except as specifically provided in Sections 3.1, 3.3, 3.5 and 3.7.

         On each Distribution Date, the Servicer shall pay to the Certificate
Administrator and the Trustee the Certificate Administration and Trustee Fee out
of the Servicing Fee retained by the Servicer on such Distribution Date. Such
amounts shall be compensation for the activities of the Certificate
Administrator and the Trustee hereunder. The Certificate Administrator and the
Trustee shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor,
except as specifically provided herein.

         Section 3.10 Reports to the Trustee; Custodial Account for P&I
Statements. On or before each Determination Date, the Servicer shall deliver or
cause to be delivered to the Trustee or its designee a statement in electronic
or written form as may be agreed upon by the Servicer and the Trustee containing
the information described in Section 4.2 and such other information as may be
necessary for the Trustee to distribute the amounts to be distributed to the
Certificateholders by the Trustee (the "Servicer's Section 3.10 Report"). Not
later than 25 days after each Distribution Date, the Servicer shall forward or
cause to be forwarded to the Trustee a statement, certified by a Servicing
Officer, setting forth the status of the Custodial Account for P&I as of the
close of business on the related Distribution Date, stating that all
distributions from the Custodial Account for P&I required to be made by this
Agreement have been made for the period covered by such statement (or if any
required distribution has not been made, specifying the nature and status
thereof) and showing, for the period covered by such statement, the aggregate of
deposits into and withdrawals from the Custodial Account for P&I for each
category of deposit specified in Section 3.2 and each category of withdrawal
specified in Section 3.3. Such statement shall also include information as to
the aggregate Principal Balance of all of the Loans as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided to any Certificateholder upon request by the
Servicer,


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or by the Trustee so long as the Trustee has received the report as stipulated
above at the Servicer's expense if the Servicer shall fail to provide such
copies.

         Section 3.11 Annual Statement as to Compliance. The Servicer will
deliver to the Trustee, on or before March 15 of each year, beginning March 15,
2002, an Officer's Certificate stating as to each signer thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year and
of performance under this Agreement has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based on such
review, the Servicer has fulfilled all of its obligations under this Agreement
throughout such year, or if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Copies of such statement shall be provided to each
Rating Agency and to any Certificateholder upon request by the Servicer, or by
the Trustee at the Servicer's expense.

         Section 3.12 Annual Independent Public Accountants' Servicing Report.
On or before March 15 of each year, beginning March 15, 2002, the Servicer, at
its expense, shall cause a firm of independent public accountants who are
members of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee and each Rating Agency to the effect that such firm has
examined certain documents and records relating to the servicing of the Loans
and that, either (a) on the basis of such examination conducted substantially in
compliance with the audit program for mortgages serviced for FHLMC, such firm is
of the opinion that such servicing has been conducted in compliance with the
manner of servicing set forth in agreements substantially similar to this
Agreement except for (i) such exceptions as such firm shall believe to be
immaterial and (ii) such other exceptions as shall be set forth in such
statement or, (b) that their examination conducted substantially in compliance
with the uniform single audit program for mortgage bankers disclosed no
exceptions or errors in records relating to mortgage loans serviced for others
that in their opinion are material and that Paragraph 4 of that program requires
them to report. Copies of such statement shall be provided to Certificateholders
upon request by the Servicer, or by the Trustee at the Servicer's expense.

         Section 3.13 Access to Certain Documentation and Information Regarding
the Loans. The Servicer shall provide access to the Trustee or to its designees
at its request, and to Certificateholders which are savings and loan
associations, banks or insurance companies, the OTS, the FDIC and the
supervisory agents and examiners of the OTS and the FDIC or examiners of any
other federal or state banking or insurance regulatory authority to the
documentation regarding the Loans if so required by applicable regulations of
the OTS or other regulatory authority, such access to be afforded without charge
but only upon reasonable request and during normal business hours at the offices
of the Servicer designated by it. The Trustee or its designee may without charge
copy any document or electronic record maintained by the Servicer hereunder.

         Section 3.14      [Reserved].


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         Section 3.15   Sale of Defaulted Loans and REO Properties.

         (a) With respect to any Defaulted Loan or REO Property which the
Servicer has determined to sell in accordance with the standards set forth in
Section 3.7, the Servicer shall deliver to the Trustee an Officer's Certificate
to the effect that no satisfactory arrangements can be made for collection of
delinquent payments thereon pursuant to Section 3.2, and, consistent with the
servicing standard set forth in Section 3.1 and with a view to the best economic
interest of the Trust Fund, the Servicer has determined to sell such Defaulted
Loan or REO Property in accordance with this Section 3.15. The Servicer may then
offer to sell to any Person any Defaulted Loan or any REO Property or, subject
to the following sentence, purchase any such Defaulted Loan or REO Property (in
each case at the Repurchase Price therefor), but shall in any event, so offer to
sell any REO Property no later than the time determined by the Servicer to be
sufficient to result in the sale of such REO Property within the period
specified in Section 3.7(c). The Servicer shall accept the highest bid received
from any Person for any Defaulted Loan or any REO Property in an amount at least
equal to the Purchase Price therefor or, at its option, if it has received no
bid at least equal to the Purchase Price therefor, purchase the Defaulted Loan
or REO Property at the Purchase Price.

         In the absence of any such bid or purchase by the Servicer, the
Servicer shall accept the highest bid received from any Person that is
determined by the Servicer to be a fair price for such Defaulted Loan or REO
Property, if the highest bidder is a Person other than an Interested Person, or
is determined to be such a price by the Trustee, if the highest bidder is an
Interested Person. Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Defaulted Loan or any REO Property pursuant hereto.

         The Servicer shall not be obligated by either of the foregoing
paragraphs or otherwise to accept the highest bid if the Servicer determines, in
accordance with the servicing standard stated in Section 3.1, that rejection of
such bid would be in the best interests of the Certificateholders. In addition,
the Servicer may accept a lower bid if it determines, in accordance with the
servicing standard stated in Section 3.1, that acceptance of such bid would be
in the best interests of the Certificateholders (for example, if the prospective
buyer making the lower bid is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower bid are more favorable).
In the event that the Servicer determines with respect to any REO Property that
the bids being made with respect thereto are not in the best interests of the
Certificateholders and that the end of the period referred to in Section 3.7(c)
with respect to such REO Property is approaching, the Servicer shall seek an
extension of such period in the manner described in Section 3.7(c).

         (b) In determining whether any bid received from an Interested Person
represents a fair price for any Defaulted Loan or any REO Property, the Trustee
may conclusively rely on the opinion of an Independent appraiser or other expert
in real estate matters retained by the Trustee the expense of which shall be an
expense of the Trust Fund. In determining whether any bid



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constitutes a fair price for any Defaulted Loan or any REO Property, the
Servicer or the Trustee (or, if applicable, such appraiser) shall take into
account, and any appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Loan, the physical
condition of the related Mortgaged Property or such REO Property, the state of
the local economy and the Trust Fund's obligation to dispose of any REO Property
within the time period specified in Section 3.7(c).

         (c) The Servicer shall act on behalf of the Trust Fund in negotiating
and taking any other action necessary or appropriate in connection with the sale
of any Defaulted Loan or REO Property, including the collection of all amounts
payable in connection therewith. Any sale of a Defaulted Loan or any REO
Property shall be without recourse to, or representation or warranty by, the
Trustee, the Depositor, the Servicer or the Trust Fund (except that any contract
of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust Fund),
and, if consummated in accordance with the terms of this Agreement, neither the
Servicer, the Depositor nor the Trustee shall have any liability to the Trust
Fund or any Certificateholder with respect to the purchase price therefor
accepted by the Servicer or the Trustee.

         (d) The proceeds of any sale after deduction of the expenses of such
sale incurred in connection therewith shall be promptly deposited in the
Custodial Account for P&I in accordance with Section 3.2(b).

         Section 3.16 Delegation of Duties. In the ordinary course of business,
the Servicer or the Trustee may at any time delegate any duties hereunder to any
Person who agrees to conduct such duties in accordance with the applicable terms
of this Agreement. In case of such delegation, the Servicer or the Trustee shall
supervise, administer, monitor and oversee the activities of such Person
hereunder to insure that such Person performs such duties in accordance herewith
and shall be responsible for the acts and omissions of such Person to the same
extent as it is responsible for its own actions or omissions hereunder. Any such
delegations shall not relieve the Servicer or the Trustee of its liability and
responsibility with respect to such duties, and shall not constitute a
resignation within the meaning of Section 6.4 hereof and shall be revocable by
any successor Servicer or the Trustee.

         Section 3.17      [Reserved].

         Section 3.18      [Reserved].

         Section 3.19 Appointment of a Special Servicer. The Servicer may enter
into a special servicing agreement with an unaffiliated holder of Subordinate
Certificates or a holder of a class of securities representing interests in such
Class of Subordinate Certificates, such agreement to be (i) substantially in the
form of Exhibit R hereto or (ii) subject to each Rating Agency's acknowledgment
that the ratings of the Certificates in effect immediately prior to the entering


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into of such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such holder may instruct the Servicer to commence or delay
foreclosure proceedings with respect to delinquent Loans and may contain
provisions for the deposit of cash by the holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had the Servicer acted in accordance with its normal
procedures.

         Section 3.20      Allocation of Realized Losses.

                  (a) Prior to each Distribution Date, the Servicer shall
         determine the amount of Realized Losses, if any, with respect to each
         Group I Loan. The amount of Realized Losses with respect to the Group I
         Loans shall be evidenced by an Officer's Certificate signed by a
         Responsible Officer of the Servicer. All Realized Losses with respect
         to the Group I Loans, except for Excess Losses related to the Group I
         Loans, will be allocated as follows: (i) for losses allocable to
         principal (a) first, to the Group I Subordinate Components in reverse
         order of seniority until each of their Component Principal Balances
         have been reduced to zero and (b) second, to the Group I Senior
         Certificates, by Pro Rata Allocation until the Certificate Principal
         Balances thereof have been reduced to zero; and (ii) for losses
         allocable to interest (a) first, to the Group I Subordinate Components
         in reverse order of seniority, in reduction of accrued but unpaid
         interest thereon and then in reduction of the Component Principal
         Balance of such Components and (b) second, to the Group I Senior
         Certificates and Components thereof, by Pro Rata Allocation until the
         Certificate Principal Balances thereof have been reduced to zero.

                  Excess Losses related to the Group I Loans shall be allocated
         among the Group I Senior Certificates and the Group I Subordinate
         Components by Pro Rata Allocation.

                  On each Distribution Date, after giving effect to the
         principal distributions and allocations of losses as provided in this
         Agreement (without regard to this paragraph), if the Group I Aggregate
         Certificate Principal Balance of all outstanding Classes of Group I
         Senior Certificates and Group I Subordinate Components exceeds the
         aggregate principal balance of the Group I Loans, after deduction of
         (i) all principal payments due on or before the Cut-Off Date in respect
         of each such Group I Loan whether or not paid and (ii) all amounts of
         principal in respect of each such Group I Loan that have been received
         or advanced and included in the Group I Available Distribution Amount,
         and all losses in respect of such Group I Loans that have been
         allocated to the Group I Senior Certificates and Components and Group I
         Subordinate Components, on such Distribution Date or prior Distribution
         Dates, then such excess will be deemed a principal loss and will be
         allocated to the most junior Component of Group I Subordinate
         Components then outstanding, in reduction of the Component Principal
         Balance thereof.



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                  (b) Prior to each Distribution Date, the Servicer shall
         determine the amount of Realized Losses, if any, with respect to each
         Group II Loan. The amount of Realized Losses with respect to the Group
         II Loans shall be evidenced by an Officer's Certificate signed by a
         Responsible Officer of the Servicer. All Realized Losses with respect
         to the Group II Loans, except for Excess Losses related to the Group II
         Loans, will be allocated as follows: (i) for losses allocable to
         principal (a) first, to the Group II Subordinate Components in reverse
         order of seniority until each of their Component Principal Balances
         have been reduced to zero and (b) second, to the Group II Senior
         Certificates, by Pro Rata Allocation until the Certificate Principal
         Balances thereof have been reduced to zero; and (ii) for losses
         allocable to interest (a) first, to the Group II Subordinate Components
         in reverse order of seniority, in reduction of accrued but unpaid
         interest thereon and then in reduction of the Component Principal
         Balance of such Components and (b) second, to the Group II Senior
         Certificates and Components thereof, by Pro Rata Allocation until the
         Certificate Principal Balances thereof have been reduced to zero.

                  Excess Losses related to the Group II Loans shall be allocated
         among the Group II Senior Certificates and the Group II Subordinate
         Components by Pro Rata Allocation.

                  On each Distribution Date, after giving effect to the
         principal distributions and allocations of losses as provided in this
         Agreement (without regard to this paragraph), if the Group II Aggregate
         Certificate Principal Balance of all outstanding Classes of Group II
         Senior Certificates and Group II Subordinate Components exceeds the
         aggregate principal balance of the Group II Loans, after deduction of
         (i) all principal payments due on or before the Cut-Off Date in respect
         of each such Group II Loan whether or not paid and (ii) all
         amounts of principal in respect of each such Group II Loan that have
         been received or advanced and included in the Group II Available
         Distribution Amount, and all losses in respect of such Group II Loans
         that have been allocated to the Group II Senior Certificates and
         Components and Group II Subordinate Components, on such Distribution
         Date or prior Distribution Dates, then such excess will be deemed a
         principal loss and will be allocated to the most junior Component of
         Group II Subordinate Components then outstanding, in reduction of the
         Component Principal Balance thereof.

                  (c) Prior to each Distribution Date, the Servicer shall
         determine the amount of Realized Losses, if any, with respect to each
         Group III Loan. The amount of Realized Losses with respect to the Group
         III Loans shall be evidenced by an Officer's Certificate signed by a
         Responsible Officer of the Servicer. All Realized Losses with respect
         to the Group III Loans, except for Excess Losses related to the Group
         III Loans, will be allocated as follows: (i) for losses allocable to
         principal (a) first, to the Group III Subordinate Components in reverse
         order of seniority until each of their Component Principal Balances
         have been reduced to zero and (b) second, to the Group III Senior
         Certificates and Components, by Pro Rata Allocation until the
         Certificate Principal Balances and Component Principal Balances thereof
         have been reduced to zero; and (ii) for losses allocable to interest
         (a) first, to the Group III Subordinate Components in


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         reverse order of seniority, in reduction of accrued but unpaid
         interest thereon and then in reduction of the Component Principal
         Balance of such Components and (b) second, to the Group III Senior
         Certificates and Components thereof, by Pro Rata Allocation until the
         Certificate Principal Balances and Component Principal Balances
         thereof have been reduced to zero.

                  Excess Losses related to the Group III Loans shall be
         allocated among the Group III Senior Certificates and the Group III
         Subordinate Components by Pro Rata Allocation.

                  On each Distribution Date, after giving effect to the
         principal distributions and allocations of losses as provided in this
         Agreement (without regard to this paragraph), if the Group III
         Aggregate Certificate Principal Balance of all outstanding Classes of
         Group III Senior Certificates and Components and Group III Subordinate
         Components exceeds the aggregate principal balance of the Group III
         Loans, after deduction of (i) all principal payments due on or before
         the Cut-Off Date in respect of each such Group III Loan whether or not
         paid and (ii) all amounts of principal in respect of each such Group
         III Loan that have been received or advanced and included in the Group
         III Available Distribution Amount, and all losses in respect of such
         Group III Loans that have been allocated to the Group III Senior
         Certificates and Components and Group III Subordinate Components, on
         such Distribution Date or prior Distribution Dates, then such excess
         will be deemed a principal loss and will be allocated to the most
         junior Component of Group III Subordinate Components then outstanding,
         in reduction of the Component Principal Balance thereof.

                  (d) Prior to each Distribution Date, the Servicer shall
         determine the amount of Realized Losses, if any, with respect to each
         Group IV Loan. The amount of Realized Losses with respect to the Group
         IV Loans shall be evidenced by an Officer's Certificate signed by a
         Responsible Officer of the Servicer. All Realized Losses with respect
         to the Group IV Loans, except for Excess Losses related to the Group IV
         Loans, will be allocated as follows: (i) for losses allocable to
         principal (a) first, to the Group IV Subordinate Components in reverse
         order of seniority until each of their Component Principal Balances
         have been reduced to zero and (b) second, to the Group IV Senior
         Certificates and Components, by Pro Rata Allocation until the
         Certificate Principal Balances and Component Principal Balances thereof
         have been reduced to zero; and (ii) for losses allocable to interest
         (a) first, to the Group IV Subordinate Components in reverse order of
         seniority, in reduction of accrued but unpaid interest thereon and then
         in reduction of the Component Principal Balance of such Components and
         (b) second, to the Group IV Senior Certificates and Components thereof,
         by Pro Rata Allocation until the Certificate Principal Balances and
         Component Principal Balances thereof have been reduced to zero.


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<PAGE>

                  Excess Losses related to the Group IV Loans shall be allocated
         among the Group IV Senior Certificates and the Group IV Subordinate
         Components by Pro Rata Allocation.

                  On each Distribution Date, after giving effect to the
         principal distributions and allocations of losses as provided in this
         Agreement (without regard to this paragraph), if the Group IV Aggregate
         Certificate Principal Balance of all outstanding Classes of Group IV
         Senior Certificates and Components and Group IV Subordinate Components
         exceeds the aggregate principal balance of the Group IV Loans, after
         deduction of (i) all principal payments due on or before the Cut-Off
         Date in respect of each such Group IV Loan whether or not paid and (ii)
         all amounts of principal in respect of each such Group IV Loan that
         have been received or advanced and included in the Group IV Available
         Distribution Amount, and all losses in respect of such Group IV Loans
         that have been allocated to the Group IV Senior Certificates and
         Components and Group IV Subordinate Components, on such Distribution
         Date or prior Distribution Dates, then such excess will be deemed a
         principal loss and will be allocated to the most junior Component of
         Group IV Subordinate Components then outstanding, in reduction of the
         Component Principal Balance thereof.

                  (e) Prior to each Distribution Date, the Servicer shall
         determine the amount of Realized Losses, if any, with respect to each
         Group V and Group VI Loan. The amount of Realized Losses with respect
         to the Group V and Group VI Loans shall be evidenced by an Officer's
         Certificate signed by a Responsible Officer of the Servicer. All
         Realized Losses with respect to the Group V and Group VI Loans, except
         for Excess Losses related to the Group V and Group VI Loans, will be
         allocated as follows: (i) for losses allocable to principal (a) first,
         to the Crossed Subordinate Components in reverse order of seniority
         until each of their Class Principal Balances have been reduced to zero
         and (b) second, for losses on Group V Loans to the Group V Senior
         Certificates and Components, by Pro Rata Allocation, and for losses on
         Group VI Loans to the Group VI Senior Certificates and Components, by
         Pro Rata Allocation, until the Certificate Principal Balances and
         Component Principal Balances thereof have been reduced to zero; and
         (ii) for losses allocable to interest (a) first, to the Crossed
         Subordinate Components in reverse order of seniority, in reduction of
         accrued but unpaid interest thereon and then in reduction of the Class
         Principal Balance of such Classes and (b) second, for losses on Group V
         Loans to the Group V Senior Certificates and Components, by Pro Rata
         Allocation, and for losses on Group VI Loans to the Group VI Senior
         Certificates and Components, by Pro Rata Allocation, until the
         Certificate Principal Balances and Component Principal Balances thereof
         have been reduced to zero.

                  Excess Losses related to the Group V and Group VI Loans shall
         be allocated among the Group V and Group VI Senior Certificates and the
         Crossed Subordinate Components by Pro Rata Allocation.


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<PAGE>

                  On each Distribution Date, after giving effect to the
         principal distributions and allocations of losses as provided in this
         Agreement (without regard to this paragraph), if the Group V and Group
         VI Aggregate Certificate Principal Balance of all outstanding Classes
         of Group V and Group VI Senior Certificates and Components and Crossed
         Subordinate Certificates exceeds the aggregate principal balance of the
         Group V and Group VI Loans, after deduction of (i) all principal
         payments due on or before the Cut-Off Date in respect of each such
         Group V and Group VI Loan whether or not paid and (ii) all amounts of
         principal in respect of each such Group V and Group VI Loan that have
         been received or advanced and included in the Group V and Group VI
         Available Distribution Amount, and all losses in respect of such Group
         V and Group VI Loans that have been allocated to the Group V and Group
         VI Senior Certificates and Components and Crossed Subordinate
         Certificates, on such Distribution Date or prior Distribution Dates,
         then such excess will be deemed a principal loss and will be allocated
         to the most junior Class of Crossed Subordinate Components then
         outstanding, in reduction of the Certificate Principal Balance thereof.

                                   ARTICLE IV

                    PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
                             STATEMENTS AND REPORTS

         Section 4.1 Distributions to Certificateholders. (a) The Trustee shall
establish and maintain a separate account as set forth in Article I (the
"Certificate Account"), the purpose of which is to accept deposits from the
Servicer and to make distributions to the Certificateholders of the amounts set
forth in this Section 4.1.

         (b) On each Distribution Date, the Trustee or the Paying Agent, if any,
shall (i) withdraw from the Certificate Account the Available Distribution
Amount for each Loan Group for such Distribution Date and shall distribute to
each Certificateholder, from the amount so withdrawn and to the extent of the
Available Distribution Amount for each Loan Group, such Certificateholder's
share (based on the aggregate Percentage Interests represented by the
Certificates of the applicable Class held by such Certificateholder) of the
amounts and in the order of priority as set forth in the definition of
"Certificate Distribution Amount", and (ii) distribute Excess Liquidation
Proceeds to the Class R Certificateholder, by wire transfer in immediately
available funds for the account of the Certificateholder or by any other means
of payment acceptable to each Certificateholder of record on the immediately
preceding Record Date (other than as provided in Section 9.1 respecting the
final distribution) as specified by each such Certificateholder and at the
address of such Holder appearing in the Certificate Register; provided, that if
the Trustee has appointed a Certificate Administrator, such distributions in (i)
and (ii) above shall be made in accordance with written statements received from
the Certificate Administrator pursuant to Section 4.2.


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<PAGE>

         (c) All reductions in the Certificate Principal Balance of a
Certificate effected by distributions of principal or allocations of Realized
Losses with respect to Loans made on any Distribution Date shall be binding upon
all Holders of such Certificate and of any Certificate issued upon the
registration of transfer or exchange therefor or in lieu thereof, whether or not
such distribution is noted on such Certificate. The final distribution of
principal of each Certificate (and the final distribution with respect to the
Class R Certificate upon termination of the Trust Fund) shall be payable in the
manner provided above only upon presentation and surrender thereof on or after
the Distribution Date therefor at the office or agency of the Trustee or
Certificate Administrator, if any, specified in the notice delivered pursuant to
Section 4.1(d) or Section 9.1.

         (d) Whenever, on the basis of Curtailments, Payoffs and Monthly
Payments on the Loans and Insurance Proceeds and Liquidation Proceeds received
and expected to be received during the applicable Prepayment Period, the Trustee
believes, or the Certificate Administrator, if any, has notified the Trustee
that it believes, that the entire remaining unpaid Class Principal Balance of
any Class of Certificates will become distributable on the next Distribution
Date, the Trustee or the Certificate Administrator, if any, shall, no later than
the Determination Date of the month of such Distribution Date, mail or cause to
be mailed to each Person in whose name a Certificate to be so retired is
registered at the close of business on the Record Date, to the Underwriters and
to each Rating Agency a notice to the effect that:

                  (i) it is expected that funds sufficient to make such final
         distribution will be available in the Certificate Account on such
         Distribution Date, and

                  (ii) if such funds are available, (A) such final distribution
         will be payable on such Distribution Date, but only upon presentation
         and surrender of such Certificate at the office or agency of the
         Certificate Registrar maintained for such purpose (the address of which
         shall be set forth in such notice), and (B) no interest shall accrue on
         such Certificate after such Distribution Date.

         Section 4.2 Statements to Certificateholders. (a) Not later than each
Determination Date, the Servicer shall forward to the Trustee or the Certificate
Administrator, if any, the Servicer's Section 3.10 Report setting forth certain
information with respect to the Loans. With each distribution from the
Certificate Account on a Distribution Date, the Trustee or the Certificate
Administrator, if any, shall, based on the information set forth in the
Servicer's Section 3.10 Report, prepare and forward to each Certificateholder, a
statement (each a "Certificateholders' Report") setting forth, to the extent
applicable, the amount of the distribution payable to the applicable Class that
represents principal and the amount that represents interest, and the applicable
Class Principal Balance after giving effect to such distribution.

         In addition, not later than each Distribution Date, the Certificate
Administrator or Trustee, as applicable, shall forward to such
Certificateholder, the Trustee (if the Trustee has



                                       113
<PAGE>

appointed a Certificate Administrator) and the Depositor an additional report
which sets forth with respect to the Loans:

                  (i) The number and aggregate Principal Balance of the Loans
         delinquent one, two and three months or more;

                  (ii) The (A) number and aggregate Principal Balance of Loans
         with respect to which foreclosure proceedings have been initiated, and
         (B) the number and aggregate book value of Mortgaged Properties
         acquired through foreclosure, deed in lieu of foreclosure or other
         exercise of rights respecting the Trustee's security interest in the
         Loans;

                  (iii) The aggregate Principal Balance of the Loans as of the
         close of business on the last day of the related Prepayment Period;

                  (iv) The amount of the Servicing Fee retained or withdrawn by
         the Servicer from the Certificate Account and the amount of any Excess
         Liquidation Proceeds received by the Servicer during the related
         Prepayment Period;

                  (v) The amount of Special Hazard Coverage available to the
         Group I, Group II Senior Certificates, as applicable, remaining as of
         the close of business on the applicable Determination Date;

                  (vi) The amount of Bankruptcy Coverage available to the Group
         I, Group II, Group III, Group IV, Group V or Group VI Senior
         Certificates, as applicable, remaining as of the close of business on
         the applicable Determination Date;

                  (vii) The amount of Fraud Coverage available to the Group I,
         Group II, Group III, Group IV, Group V or Group VI Senior Certificates,
         as applicable, remaining as of the close of business on the applicable
         Determination Date;

                  (viii) The amount of Realized Losses incurred in respect of
         each Loan Group allocable to the related Certificates on the related
         Distribution Date and the cumulative amount of Realized Losses incurred
         in respect of each Loan Group allocated to such Certificates since the
         Cut-Off Date;

                  (ix) The amount of interest accrued but not paid on the each
         Class of Certificates entitled to interest since (a) the prior
         Distribution Date and (b) the Cut-Off Date;

                  (x) The amount of funds advanced by the Servicer on the
         related Withdrawal Date; and


                                       114
<PAGE>

                  (xi) The total amount of Payoffs and Curtailments received
         during the related Prepayment Period.

         Upon written request by any Certificateholder, the Trustee or the
Certificate Administrator (if so appointed by the Trustee), as soon as
reasonably practicable, shall provide the requesting Certificateholder with such
information as is necessary and appropriate, in Trustee's or the Certificate
Administrator's sole discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A of the Securities Act.

         (b) Upon written request to the Trustee or Certificate Administrator
(if so appointed by the Trustee) by any Certificateholder who is a Holder
thereof at the time of making such request (an "Eligible Certificateholder"),
the Trustee or the Certificate Administrator, if applicable, shall provide in
electronic format loan by loan data with respect to the payment experience of
the Loans containing at least the fields of information listed on Exhibit E
hereto (based on information provided by the Servicer). In addition, upon the
written request of any Eligible Certificateholder, the Trustee or the
Certificate Administrator shall provide similar loan by loan data with respect
to any prior monthly remittance report to the Certificateholders pursuant to
this Agreement (as and when such information becomes available). The expense of
providing any tape or disk pursuant to this subsection shall be an expense of
the Eligible Certificateholder.

         Section 4.3 Advances by the Servicer; Distribution Reports to the
Trustee. To the extent described below, the Servicer is obligated to advance its
own funds to the Certificate Account to cover any shortfall between (i) payments
scheduled to be received in respect of Loans serviced by such Servicer, and (ii)
the amounts actually deposited in the Certificate Account on account of such
payments. The Servicer's obligation to make any Advance or Advances described in
this Section 4.3 is effective only to the extent that such Advance is, in the
good faith judgment of the Servicer, reimbursable from Insurance Proceeds or
Liquidation Proceeds of the related Loans or recoverable as late Monthly
Payments with respect to the related Loans or otherwise.

         Prior to the close of business on each Determination Date, the Servicer
shall determine whether or not it will make an Advance on the next Withdrawal
Date and shall furnish a statement to the Certificate Administrator, if any, the
Trustee, the Paying Agent, if any, and to any Certificateholder requesting the
same, setting forth the aggregate amount to be distributed on the next
succeeding Distribution Date on account of principal and interest in respect of
the Loans, stated separately. In the event that full scheduled amounts of
principal and interest in respect of the related Loans shall not have been
received by or on behalf of the Servicer prior to the Withdrawal Date preceding
such Distribution Date and the Servicer shall have determined that an Advance
shall be made in accordance with this Section 4.3, the Servicer shall so specify
and shall specify the aggregate amount of such Advance.


                                      115

<PAGE>

         In the event that the Servicer shall be required to make an Advance, it
shall on the Withdrawal Date either (i) deposit in the Certificate Account an
amount equal to such Advance, (ii) direct the Trustee or the Certificate
Administrator (if so appointed by the Trustee) to make an appropriate entry in
the records of the Certificate Account that funds in such account being held for
future distribution or withdrawal have been, as permitted by this Section 4.3,
used by such Servicer to make such Advance, or (iii) make advances in the form
of any combination of (i) and (ii) aggregating the amount of such Advance. Any
funds being held for future distribution to Certificateholders and so used shall
be replaced by the related Servicer by deposit in the Certificate Account on any
future Withdrawal Date to the extent that funds in the Certificate Account on
the related Distribution Date with respect to the related Loans shall be less
than payments to Certificateholders required to be made on such date with
respect to such Loans.

         The Servicer shall be entitled to reimbursement for any Advance as
provided in Section 3.3 of this Agreement.

         In the event that the Trustee has appointed a Certificate
Administrator, prior to 5:00 P.M. New York City time on the Withdrawal Date, the
Certificate Administrator shall provide the Trustee with a statement regarding
the amount of principal and interest, the Residual Distribution Amount and the
Excess Liquidation Proceeds to be distributed to each Class of Certificates on
such Distribution Date (such amounts to be determined in accordance with the
definition of "Certificate Distribution Amount", Section 4.1 hereof and other
related definitions set forth in Article I hereof).

         Section 4.4 Nonrecoverable Advances. Any Advance previously made by the
Servicer with respect to a Loan that the Servicer shall determine in its good
faith judgment not to be ultimately recoverable from Insurance Proceeds or
Liquidation Proceeds or otherwise with respect to such Loan or recoverable as
late Monthly Payments with respect to such Loan shall be a Nonrecoverable
Advance. The determination by the Servicer that it has made a Nonrecoverable
Advance or that any advance would constitute a Nonrecoverable Advance, shall be
evidenced by an Officer's Certificate of the Servicer delivered to the Trustee
on the Determination Date and detailing the reasons for such determination.
Notwithstanding any other provision of this Agreement, any insurance policy
relating to the Loans, or any other agreement relating to the Loans to which the
Depositor or the Servicer is a party, (a) the Servicer shall not be obligated
to, and shall not, make any advance that, after reasonable inquiry and in its
sole discretion, it determines would be a Nonrecoverable Advance, and (b) the
Servicer shall be entitled to reimbursement for any Nonrecoverable Advance as
provided in Section 3.3 of this Agreement.

         Section 4.5 Foreclosure Reports. Each year beginning in 2002 the
Servicer shall make any reports of foreclosures and abandonments of any
Mortgaged Property required by Section 6050J of the Code. In order to facilitate
this reporting process, the Servicer, on or before February 28th of each year,
commencing with 2002, shall provide to the Internal Revenue Service, the Trustee
and the Certificate Administrator, if any, reports relating to each instance


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occurring during the previous calendar year in which the Servicer (i) on behalf
of the Trustee acquires an interest in a Mortgaged Property through foreclosure
or other comparable conversion in full or partial satisfaction of a Loan, or
(ii) knows or has reason to know that a Mortgaged Property has been abandoned.
The reports from the Servicer shall be in form and substance sufficient to meet
the reporting requirements imposed by such Section 6050J.

         Section 4.6 Adjustment of Servicing Fees with Respect to Payoffs. The
aggregate amount of the Servicing Fee subject to retention from deposit into or
withdrawal from the Certificate Account by the Servicer, in any month of
distribution shall be decreased by any Compensating Interest due and owing with
respect to any Loan with respect to which a Payoff has occurred in the related
Prepayment Period. The Servicer shall include the amount of any such
Compensating Interest with the deposits into the Certificate Account on the
related Withdrawal Date. Notwithstanding the foregoing, the amount by which the
Servicing Fee may be reduced with respect to the related Prepayment Period
pursuant to this Section 4.6 shall not exceed an amount greater than the amount
described in clause (i) of the definition of Compensating Interest for all Loans
as to which Payoffs have occurred and the rights of the Certificateholders to
such portion of the Servicing Fee shall not be cumulative.

         Section 4.7       Prohibited Transactions Taxes and Other Taxes.

         (a) In the event that any tax (including a tax on "prohibited
transactions" as defined in Section 860F(a)(2) of the Code and including any and
all interest, penalties, fines and additions to tax, as well as any and all
reasonable counsel fees and out-of- pocket expenses incurred in contesting the
imposition of such tax) is imposed on the Trust Fund and is not otherwise paid
pursuant to Section 4.7(b) hereof, the Servicer shall pay such taxes when and as
the same shall be due and payable (but such obligation shall not prevent the
Servicer, the Trustee, the Certificate Administrator, if any, or any other
appropriate Person from contesting any such tax in appropriate proceedings and
shall not prevent the Servicer from withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings); provided, that the
Servicer shall be entitled to be indemnified for any such taxes (excluding taxes
referred to in Section 4.7(b)) to the extent set forth in Section 6.3 hereof so
long as the Servicer's failure to exercise reasonable care with respect to the
performance of its duties hereunder was not the primary cause of the imposition
of such taxes. If the Servicer is indemnified for such taxes pursuant to this
Section 4.7(a), such amount shall be first charged against amounts otherwise
distributable to the Holders of Component R-1 of the Class R Certificate (or, if
the tax relates to REMIC II, Component R- 2 of the Class R Certificate) on a pro
rata basis, then against amounts otherwise distributable with respect to the
REMIC I Regular Interests (or, if the tax relates to REMIC II, to the Holders of
the REMIC II Certificates) on a pro rata basis. The Trustee is hereby authorized
to retain from amounts otherwise distributable to the Certificateholders
sufficient funds to reimburse the Servicer for the payment of such tax for which
the Servicer is entitled to indemnification.


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         (b) The Servicer shall pay on written demand, and shall indemnify and
hold harmless the Trust Fund from and against, any and all taxes imposed on the
Trust Fund (including, for this purpose, any and all interest, penalties, fines
and additions to tax, as well as any and all reasonable counsel fees and
out-of-pocket expenses incurred in contesting the imposition of such tax).

         Section 4.8       Tax Administration.

         (a) The Trustee is hereby appointed as attorney-in-fact and agent for
the initial Tax Matters Person; provided, that the Trustee may appoint, and
hereby does so appoint, the Certificate Administrator as attorney-in-fact and
agent for the Tax Matters Person. The Trustee may, by written notice delivered
to the Certificate Administrator, revoke the appointment of the Certificate
Administrator as attorney- in-fact and agent for the Tax Matters Person, in
which case the Trustee shall act in such capacity.

         (b) In order to enable the Trustee or the Certificate Administrator, as
applicable, to perform its duties as set forth in this Section 4.8 and Section
3.1(b), the Servicer agrees to provide any tax forms, instruments or other
documents related thereto, as the Trustee or the Certificate Administrator, as
applicable, may reasonably request, including, without limitation, any tax
forms, instruments or other documents prepared by the Servicer pursuant to this
Section 4.8. In order to enable the Trustee or the Certificate Administrator, as
applicable, to perform its duties as set forth in this Section 4.8 and Section
3.1(b), the Servicer shall use its best efforts to cause to be delivered to the
Trustee or the Certificate Administrator, as applicable, within ten (10) days
after the Closing Date all information or data that the Trustee or the
Certificate Administrator, as applicable, 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. Thereafter, the Servicer shall use its best efforts to provide to the
Trustee or the Certificate Administrator, as applicable, promptly upon request
therefor, any such additional information or data that the Trustee or the
Certificate Administrator, as applicable, may, from time to time, request in
order to enable the Trustee or the Certificate Administrator, as applicable, to
perform its duties as set forth in this Section 4.8 and Section 3.1(b).

         Section 4.9 Equal Status of Servicing Fee. The right of the Servicer to
receive its Servicing Fee will be equal and not subordinate to the right of the
Certificateholders to receive principal and interest payments based on their
interests as provided herein. The Servicer's Servicing Fee may be collected from
Monthly Payments as received pursuant to Section 3.2 without deposit into the
Certificate Account, whereas the Certificateholders' distributions shall be made
on a delayed basis as set forth in the terms of the Certificates.

         Section 4.10 Appointment of Paying Agent and Certificate Administrator.
The Trustee may appoint an Eligible Institution to act as a paying agent (the
"Paying Agent") or a certificate administrator (the "Certificate
Administrator"), as the case may be, in order to delegate to such


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Eligible Institution any of its duties under this Agreement to administer the
issuance, transfer and exchange of the Certificates, administer payments to
Certificateholders or prepare information related to the Certificates; provided,
that the Trustee shall remain primarily responsible for any duties so delegated;
provided, further, that the Trustee shall receive no additional compensation in
connection with such appointment and delegation.

         Initially, LaSalle Bank National Association will be the Certificate
Administrator and Paying Agent. If LaSalle Bank National Association ceases to
serve as Certificate Administrator or Paying Agent, the Trustee shall send
written notice to all Certificateholders (i) indicating that LaSalle Bank
National Association is no longer in such capacity and (ii) setting forth its
replacement, if any, appointed pursuant to this Section 4.10.

                                    ARTICLE V

                                THE CERTIFICATES

         Section 5.1 The Certificates.

         (a) The Certificates shall be substantially in the forms set forth in
Exhibits A and B attached hereto, and shall be executed by the Trustee,
authenticated by the Trustee (or any duly appointed Authenticating Agent) and
delivered to or upon the order of the Depositor upon receipt by the Trustee of
the documents specified in Section 2.1. The Certificates shall be issuable in
Authorized Denominations evidencing Percentage Interests. Certificates shall be
executed by manual or facsimile signature on behalf of the Trust Fund by
authorized officers of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at the time of execution the proper officers
of the Trustee shall bind the Trust Fund, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Trustee or any Authenticating Agent by manual signature, and
such certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         (b) The following definitions apply for purposes of this Section 5.1:
"Disqualified Organization" means any Person which is not a Permitted
Transferee, but does not include any "Pass-Through Entity" which owns or holds a
Residual Certificate and of which a Disqualified Organization, directly or
indirectly, may be a stockholder, partner or beneficiary; "Pass-Through Entity"
means any regulated investment company, real estate investment trust, common
trust fund, partnership, trust or estate, and any organization to which Section
1381 of the Code applies; "Ownership Interest" means, with respect to any
Residual Certificate, any ownership or


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security interest in such Residual Certificate, including any interest in a
Residual Certificate as the Holder thereof and any other interest therein
whether direct or indirect, legal or beneficial, as owner or as pledgee;
"Transfer" means any direct or indirect transfer or sale of, or directly or
indirectly transferring or selling, any Ownership Interest in a Residual
Certificate; and "Transferee" means any Person who is acquiring by Transfer any
Ownership Interest in a Residual Certificate.

         (c) Restrictions on Transfers of the Residual Certificate to
Disqualified Organizations are set forth in this Section 5.1(c).

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

                           (A) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and shall promptly notify the Trustee or the
                  Certificate Registrar if not the same Person as the Trustee of
                  any change or impending change in its status as a Permitted
                  Transferee.

                           (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate to a U.S. Person,
                  the Trustee or the Certificate Registrar if not the same
                  Person as the Trustee shall require delivery to it, and shall
                  not register the Transfer of any Residual Certificate until
                  its receipt of (1) an affidavit and agreement (a "Transferee
                  Affidavit and Agreement") attached hereto as Exhibit J from
                  the proposed Transferee, in form and substance satisfactory to
                  the Depositor, representing and warranting, among other
                  things, that it is not a Non-U.S. Person, that such transferee
                  is a Permitted Transferee, that it not acquiring its Ownership
                  Interest in the Residual Certificate that is the subject of
                  the proposed Transfer as a nominee, trustee or agent for any
                  Person who is not a Permitted Transferee, that for so long as
                  it retains its Ownership Interest in a Residual Certificate,
                  it will endeavor to remain a Permitted Transferee, and that it
                  has reviewed the provisions of this Section 5.1(c) and agrees
                  to be bound by them, and (2) a certificate, attached hereto as
                  Exhibit I, from the Holder wishing to transfer the Residual
                  Certificate, in form and substance satisfactory to the
                  Depositor, representing and warranting, among other things,
                  that no purpose of the proposed Transfer is to allow such
                  Holder to impede the assessment or collection of tax.



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                           (C) Notwithstanding the delivery of a Transferee
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if the Trustee or the Certificate Registrar if not
                  the same Person as the Trustee has actual knowledge that the
                  proposed Transferee is not a Permitted Transferee, no Transfer
                  of an Ownership Interest in a Residual Certificate to such
                  proposed Transferee shall be effected.

                           (D) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate agrees by holding or
                  acquiring such Ownership Interest (i) to require a Transferee
                  Affidavit and Agreement from any other Person to whom such
                  Person attempts to transfer its Ownership Interest and to
                  provide a certificate to the Trustee or the Certificate
                  Registrar if not the same Person as the Trustee in the form
                  attached hereto as Exhibit J; (ii) to obtain the express
                  written consent of the Depositor prior to any transfer of such
                  Ownership Interest, which consent may be withheld in the
                  Depositor's sole discretion; and (iii) to provide a
                  certificate to the Trustee or the Certificate Registrar if not
                  the same Person as the Trustee in the form attached hereto as
                  Exhibit I.

                  (ii) The Trustee or the Certificate Registrar if not the same
         Person as the Trustee shall register the Transfer of any Residual
         Certificate only if it shall have received the Transferee Affidavit and
         Agreement, a certificate of the Holder requesting such transfer in the
         form attached hereto as Exhibit J and all of such other documents as
         shall have been reasonably required by the Trustee or the Certificate
         Registrar if not the same Person as the Trustee as a condition to such
         registration.

                  (iii) (A) If any Disqualified Organization shall become a
         Holder of a Residual Certificate, then the last preceding Permitted
         Transferee shall be restored, to the extent permitted by law, to all
         rights and obligations as Holder thereof retroactive to the date of
         registration of such Transfer of such Residual Certificate. If any
         Non-U.S. Person shall become a Holder of a Residual Certificate, then
         the last preceding Holder which is a U.S. Person shall be restored, to
         the extent permitted by law, to all rights and obligations as Holder
         thereof retroactive to the date of registration of the Transfer to such
         Non-U.S. Person of such Residual Certificate. If a transfer of a
         Residual Certificate is disregarded pursuant to the provisions of
         Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the
         last preceding Permitted Transferee shall be restored, to the extent
         permitted by law, to all rights and obligations as Holder thereof
         retroactive to the date of registration of such Transfer of such
         Residual Certificate. The Trustee, the Certificate Administrator, the
         Certificate Registrar and the Paying Agent shall be under no liability
         to any Person for any registration of Transfer of a Residual
         Certificate that is in fact not permitted by this Section 5.1(c) or for
         making any payments due on such Certificate to the Holder thereof or
         for taking any other action with respect to such Holder under the
         provisions of this Agreement.



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                  (B) If any purported Transferee shall become a Holder of the
         Residual Certificate in violation of the restrictions in this Section
         5.1(c) and to the extent that the retroactive restoration of the rights
         of the Holder of such Residual Certificate as described in clause
         (iii)(A) above shall be invalid, illegal or unenforceable, then the
         Depositor shall have the right, without notice to the Holder or any
         prior Holder of such Residual Certificate, to sell such Residual
         Certificate to a purchaser selected by the Depositor on such terms as
         the Depositor may choose. Such purported Transferee shall promptly
         endorse and deliver the Residual Certificate in accordance with the
         instructions of the Depositor. Such purchaser may be the Depositor
         itself or any affiliate of the Depositor. The proceeds of such sale,
         net of the commissions (which may include commissions payable to the
         Depositor or its affiliates), expenses and taxes due, if any, shall be
         remitted by the Depositor to such purported Transferee. The terms and
         conditions of any sale under this clause (iii)(B) shall be determined
         in the sole discretion of the Depositor, and the Depositor shall not be
         liable to any Person having an Ownership Interest in the Residual
         Certificate as a result of its exercise of such discretion.

                  (iv) The Depositor, on behalf of the Trustee, shall make
         available, upon written request from the Trustee, or the Certificate
         Administrator all information necessary to compute any tax imposed (A)
         as a result of the Transfer of an Ownership Interest in the Residual
         Certificate to any Person who is not a Permitted Transferee, including
         the information regarding "excess inclusions" of such Residual
         Certificate required to be provided to the Internal Revenue Service and
         certain Persons as described in Treasury Regulation Section
         1.860D-1(b)(5), and (B) as a result of any regulated investment
         company, real estate investment trust, common trust fund, partnership,
         trust, estate or organizations described in Section 1381 of the Code
         having as among its record holders at any time any Person who is not a
         Permitted Transferee. Reasonable compensation for providing such
         information may be required by the Depositor from such Person.

                  (v) The provisions of this Section 5.1 set forth prior to this
         Section 5.1(c)(v) may be modified, added to or eliminated, provided,
         that there shall have been delivered to the Trustee and the Certificate
         Administrator the following:

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

                           (B) an Opinion of Counsel, in form and substance
                  satisfactory to the Depositor (as evidenced by a certificate
                  of the Depositor), to the effect that such modification,
                  addition to or absence of such provisions will not cause the
                  Trust Fund to cease to qualify as a REMIC and will not create
                  a risk that (1) the Trust Fund may be subject to an
                  entity-level tax caused by the Transfer of any Residual
                  Certificate to a Person which is not a Permitted Transferee or
                  (2) a Certificateholder or another Person will be subject to a
                  REMIC-related tax caused

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                  by the Transfer of a Residual Certificate to a Person which is
                  not a Permitted Transferee.

                  (vi) The following legend shall appear on all Residual
         Certificates:

                        ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
                        CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
                        PROVIDES A TRANSFEREE AFFIDAVIT AND AGREEMENT TO THE
                        DEPOSITOR, THE TRUSTEE AND THE CERTIFICATE REGISTRAR
                        THAT (1) SUCH TRANSFEREE IS NOT EITHER (A) THE UNITED
                        STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
                        FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
                        ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING,
                        (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
                        IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
                        IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
                        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
                        511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
                        SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON
                        DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C)
                        BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
                        ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
                        ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
                        ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
                        COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
                        REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE
                        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
                        THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
                        DISPOSITION OF THIS CLASS R CERTIFICATE TO A
                        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
                        ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
                        NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
                        SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
                        PURPOSE HEREUNDER INCLUDING, BUT NOT LIMITED TO, THE
                        RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
                        HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
                        CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
                        PROVISIONS OF THIS PARAGRAPH.


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                  (vii) The Holder of the Class R Certificate issued hereunder,
         while not a Disqualified Organization, is the Tax Matters Person.

         (d) (i) No purchase or transfer of a Senior Certificate or a Senior
Subordinate Certificate or any interest therein shall be made by or to any
"employee benefit plan" subject to ERISA or any "plan" described by Section
4975(e)(1) of the Code, or any entity deemed to hold plan assets of any of the
foregoing by reason of a plan's investment in such entity (each, a "Plan")
unless such Plan qualifies as an accredited investor as defined in Rule
501(a)(1) of Regulation D under the Securities Act and either (1) at the time of
such transfer, the Certificates are rated in one of the top four rating
categories by at least one Rating Agency, or (2) the purchaser is an insurance
company general account that is eligible for, and satisfies all of the
requirements of, Sections I and III of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60"). Each Person who acquires a Senior Certificate or a Senior
Subordinate Certificate shall be deemed to certify that it meets the foregoing
conditions, and that it will not transfer such Certificate in violation of the
foregoing.

                  (ii) No purchase or transfer of a Junior Subordinate
         Certificate shall be made by or to a Plan unless such purchaser or
         transferee is an "insurance company general account" (within the
         meaning of PTCE 95-60) and is eligible for, and satisfies all of the
         requirements for exemptive relief under Sections I and III of PTCE
         95-60. Each Person who acquires a Junior Subordinate Certificate or any
         interest therein shall be deemed to certify and shall be required by
         the Certificate Registrar to provide an Officer's Certificate signed by
         a Responsible Officer of such Person, which Officer's Certificate shall
         not be an expense of the Trustee, the Certificate Administrator, if
         any, the Certificate Registrar or the Depositor) that it meets the
         foregoing conditions, and that it will not transfer such Certificate in
         violation of the foregoing.

         (e) No transfer, sale, pledge or other disposition of a Junior
Subordinate Certificate shall be made unless such transfer, sale, pledge or
other disposition is made in accordance with this Section 5.1(e) or Section
5.1(f). Each Person who, at any time, acquires any ownership interest in any
Junior Subordinate Certificate shall be deemed by the acceptance or acquisition
of such ownership interest to have agreed to be bound by the following
provisions of this Section 5.1(e) and Section 5.1(f), as applicable. No transfer
of a Junior Subordinate Certificate shall be deemed to be made in accordance
with this Section 5.1(e) unless such transfer is made pursuant to an effective
registration statement under the Securities Act or unless the Trustee or the
Certificate Registrar, if not the same Person as the Trustee, is provided with
the certificates and an Opinion of Counsel, if required, on which the Trustee
and the Certificate Registrar may conclusively rely, which establishes or
establish to the Trustee's or the Certificate Registrar's, as applicable,
satisfaction that such transfer is exempt from the registration requirements
under the Securities Act, as follows: In the event that a transfer is to be made
in reliance upon an exemption from the Securities Act, the Trustee or the
Certificate Registrar, if not the same Person as the Trustee, shall require, in
order to assure compliance with the Securities Act, that the Certificateholder
desiring to effect such transfer certify to the Trustee and the Certificate
Registrar in writing, in substantially the form attached hereto as Exhibit F,
the facts surrounding the transfer, with such modifications to such Exhibit F as
may be appropriate to reflect the actual facts of the proposed transfer, and
that the Certificateholder's proposed transferee certify to the Trustee and the
Certificate


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Registrar in writing, in substantially the form attached hereto as Exhibit G,
the facts surrounding the transfer, with such modifications to such Exhibit G as
may be appropriate to reflect the actual facts of the proposed transfer. If such
certificate of the proposed transferee does not contain substantially the
substance of Exhibit G, the Trustee or the Certificate Registrar, if not the
same Person as the Trustee, shall require an Opinion of Counsel satisfactory to
it that such transfer may be made without registration, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Certificate
Administrator, the Certificate Registrar, the Trust Fund or the Depositor. Such
Opinion of Counsel shall allow for the forwarding, and the Trustee shall
forward, a copy thereof to each Rating Agency. Notwithstanding the foregoing,
any Class of Junior Subordinate Certificates may be transferred, sold, pledged
or otherwise disposed of in accordance with the requirements set forth in
Section 5.1(f).

         (f) Transfers of the Junior Subordinate Certificates may be made in
accordance with this Section 5.1(f). To effectuate a Certificate transfer in
accordance with this Section 5.1(f), the proposed transferee of such Certificate
must provide the Trustee, the Certificate Registrar and the Depositor with an
investment letter substantially in the form of Exhibit L attached hereto, which
investment letter shall not be an expense of the Trustee, the Certificate
Administrator, the Certificate Registrar or the Depositor, and which investment
letter states that, among other things, such transferee (i) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A, and (ii) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act provided by
Rule 144A. Notwithstanding the foregoing, the proposed transferee of such
Certificate shall not be required to provide the Trustee, the Certificate
Registrar or the Depositor with Annex 1 or Annex 2 to the form of Exhibit L
attached hereto if the Depositor so consents prior to each such transfer. Such
transfers shall be deemed to have complied with the requirements of this Section
5.1(f). The Holder of a Certificate desiring to effect such transfer does hereby
agree to indemnify the Trustee, the Certificate Administrator, if any, the
Depositor, and the Certificate Registrar against any liability that may result
if transfer is not made in accordance with this Agreement.

         (g) None of the Trustee, the Certificate Administrator, the Certificate
Registrar or the Paying Agent shall have any liability to the Trust Fund arising
from a registration or transfer of a Certificate in reliance upon a
certification, Officer's Certificate, affidavit, ruling or Opinion of Counsel
described in this Section 5.1.

         Section 5.2 Certificates Issuable in Classes; Distributions of
Principal and Interest; Authorized Denominations. The aggregate principal amount
of Certificates that may be authenticated and delivered under this Agreement is
limited to the aggregate Principal Balance of the Loans as of the Cut-Off Date,
as specified in the Preliminary Statement to this Agreement,


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<PAGE>

except for Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Section 5.3. Such aggregate principal amount shall be allocated among one or
more Classes having designations, types of interests, initial per annum
Remittance Rates, initial Class Principal Balances, initial Component Principal
Balances and last scheduled Distribution Dates as specified in the Preliminary
Statement to this Agreement. The aggregate Percentage Interest of each Class of
Certificates of which the Class Principal Balance equals zero as of the Cut-Off
Date that may be authenticated and delivered under this Agreement is limited to
100%. Certificates shall be issued in Authorized Denominations.

         Section 5.3 Registration of Transfer and Exchange of Certificates. The
Trustee shall cause to be maintained at one of its offices or at its designated
Certificate Registrar, a Certificate Register in which there shall be recorded
the name and address of each Certificateholder. Subject to such reasonable rules
and regulations as the Trustee may prescribe, the Certificate Register shall be
amended from time to time by the Trustee or its agent to reflect notice of any
changes received by the Trustee or its agent pursuant to Section 10.5. The
Trustee hereby appoints LaSalle Bank National Association as the initial
Certificate Registrar. The Trustee may appoint an Eligible Institution to act as
its agent in order to delegate to such Eligible Institution its duties as
Certificate Registrar under this Agreement.

         Upon surrender for registration of transfer of any Certificate to the
Trustee at the office of First Trust of New York, National Association, 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Glenn Anderson, or such
other address or agency as may hereafter be provided to the Certificate
Administrator, if any, and the Servicer in writing by the Trustee, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Certificates of Authorized Denominations of like Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other
Certificates in Authorized Denominations of like Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange, the Trustee shall
execute, and the Trustee, or any Authenticating Agent, shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
shall (if so required by the Trustee or any Authenticating Agent) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee or any Authenticating Agent and duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing.

         A reasonable service charge may be made for any such exchange or
transfer of Certificates, and the Trustee or an Authenticating Agent may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any exchange or transfer of Certificates.


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         All Certificates surrendered for exchange or transfer shall be canceled
by the Trustee or any Authenticating Agent.

         Section 5.4 Mutilated, Destroyed, Lost or Stolen Certificates. If (i)
any mutilated Certificate is surrendered to the Trustee or any Authenticating
Agent, or (ii) the Trustee or any Authenticating Agent receives evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
there is delivered to the Trustee or any Authenticating Agent such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or any Authenticating Agent that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Trustee or any Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like Percentage Interest. Upon the
issuance of any new Certificate under this Section 5.4, the Trustee or any
Authenticating Agent 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 or any
Authenticating Agent) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.4 shall constitute complete and indefeasible evidence
of ownership in the Trust Fund, as if originally issued, whether or not the lost
or stolen Certificate shall be found at any time.

         Section 5.5 Persons Deemed Owners. The Depositor, the Certificate
Administrator, the Servicer, the Trustee and any agent of any of them may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.1
and for all other purposes whatsoever, and neither the Depositor, the
Certificate Administrator, if any, the Servicer, the Trustee, the Certificate
Registrar nor any agent of the Depositor, the Certificate Administrator, if any,
the Servicer or the Trustee shall be affected by notice to the contrary.

         Section 5.6 Temporary Certificates. Upon the initial issuance of the
Certificates, the Trustee may execute, and the Trustee or any Authenticating
Agent shall authenticate and deliver, temporary Certificates which are printed,
lithographed, typewritten or otherwise produced, in any Authorized Denomination,
of the tenor of the definitive Certificates in lieu of which they are issued and
with such variations in form from the forms of the Certificates set forth as
Exhibits A and B hereto as the Trustee's officers executing such Certificates
may determine, as evidenced by their execution of the Certificates.
Notwithstanding the foregoing, the Certificates may remain in the form set forth
in this Section.

         If temporary Certificates are issued, the Trustee shall cause
definitive Certificates to be prepared within ten Business Days of the Closing
Date or as soon as practicable thereafter. After preparation of definitive
Certificates, the temporary Certificates shall be exchangeable for definitive
Certificates upon surrender of the temporary Certificates at the office or
agency of the Trustee to be maintained as provided in Section 5.10 hereof,
without charge to the Holder. Any tax or governmental charge that may be imposed
in connection with any such exchange shall be borne by the Depositor. Upon
surrender for cancellation of any one or more temporary


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Certificates, the Trustee shall execute and the Trustee or any Authenticating
Agent shall authenticate and deliver in exchange therefor a like principal
amount of definitive Certificates of Authorized Denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as definitive Certificates.

         Section 5.7 Book-Entry for Book-Entry Certificates. Notwithstanding the
foregoing, the Book-Entry Certificates, upon original issuance, shall be issued
in the form of one or more typewritten Certificates of Authorized Denomination
representing the Book-Entry Certificates, to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial
Holder shall receive a definitive certificate representing such Beneficial
Holder's interest in any Class of Book-Entry Certificate, except as provided
above and in Section 5.9. Each Book-Entry Certificate shall bear the following
legend:

         Unless this Certificate is presented by an authorized representative of
         The Depository Trust Company, a New York corporation ("DTC"), to the
         Trustee or its agent for registration of transfer, exchange, or
         payment, and any Certificate issued is registered in the name of Cede &
         Co. or 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.

Unless and until definitive, fully registered Book-Entry Certificates (the
"Definitive Certificates") have been issued to the Beneficial Holders pursuant
to Section 5.9:

                  (a) the provisions of this Section 5.7 shall be in full force
         and effect with respect to the Book-Entry Certificates;

                  (b) the Certificate Administrator, if any, and the Trustee may
         deal with the Clearing Agency for all purposes with respect to the
         Book-Entry Certificates (including the making of distributions on the
         Book-Entry Certificates) as the sole Certificateholder;

                  (c) to the extent that the provisions of this Section 5.7
         conflict with any other provisions of this Agreement, the provisions of
         this Section 5.7 shall control; and

                  (d) the rights of the Beneficial Holders shall be exercised
         only through the Clearing Agency and the DTC Participants and shall be
         limited to those established by law and agreements between such
         Beneficial Holders and the Clearing Agency and/or the DTC Participants.
         Pursuant to the Depositary Agreement, unless and until Definitive
         Certificates are issued pursuant to Section 5.9, the initial Clearing
         Agency will make


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         book-entry transfers among the DTC Participants and receive and
         transmit distributions of principal and interest on the related Class
         of Book-Entry Certificates to such DTC Participants.

         For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of Book-Entry
Certificates evidencing a specified Percentage Interest, such direction or
consent may be given by the Clearing Agency at the direction of Beneficial
Holders owning Book-Entry Certificates evidencing the requisite Percentage
Interest represented by the Book- Entry Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the
extent that such actions are taken on behalf of the Beneficial Holders.

         Section 5.8 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 5.9, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related DTC Participants in accordance with its applicable
rules, regulations and procedures.

         Section 5.9 Definitive Certificates. If (a) the Clearing Agency
notifies the Certificate Administrator, if any, or the Trustee that it is no
longer willing or able to discharge properly its responsibilities under the
Depositary Agreement with respect to the Book-Entry Certificates and the Trustee
or the Certificate Administrator is unable to locate a qualified successor, (b)
the Depositor, at its option, advises the Certificate Administrator, if any, or
the Trustee in writing that it elects to terminate the book-entry system with
respect to the Book-Entry Certificates through the Clearing Agency or (c) after
the occurrence of an Event of Default, Certificateholders holding Book-Entry
Certificates evidencing Percentage Interests aggregating not less than 66% of
the aggregate Class Principal Balance of such Certificates advise the
Certificate Administrator, if any, or the Trustee and the Clearing Agency
through DTC Participants in writing that the continuation of a book-entry system
with respect to the Book-Entry Certificates through the Clearing Agency is no
longer in the best interests of the Certificateholders with respect to such
Certificates, the Trustee shall notify or cause to be notified all
Certificateholders of Book-Entry Certificates of the occurrence of any such
event and of the availability of Definitive Certificates. Upon surrender to the
Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for registration, the Trustee
shall execute and the Trustee or any Authenticating Agent shall authenticate and
deliver the Definitive Certificates. Neither the Depositor, the Certificate
Administrator, if any, the Authenticating Agent nor the Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Certificates for all of the Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Trustee, the Certificate
Administrator, if any, and the Trustee, the


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Certificate Administrator, the Certificate Registrar and the Paying Agent shall
recognize the Holders of Definitive Certificates as Certificateholders
hereunder.

         Section 5.10 Office for Transfer of Certificates. The Trustee shall
maintain in New York, New York, an office or agency where Certificates may be
surrendered for registration of transfer or exchange. First Trust of New York,
National Association, 100 Wall Street, Suite 1600, New York, New York 10005,
Attention: Glenn Anderson, is initially designated for said purposes. The
Trustee will give prompt written notice to the Certificateholders of any change
in such location of any such office or agency.

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

         Section 6.1 Liability of the Depositor and the Servicer. The Depositor
and the Servicer shall each be liable in accordance herewith only to the extent
of the obligations specifically imposed by this Agreement and undertaken
hereunder by the Depositor and the Servicer herein.

         Section 6.2 Merger or Consolidation of the Depositor or the Servicer.
Subject to the following paragraph, the Depositor and the Servicer each will
keep in full effect its existence, rights and franchises as corporations, each
under the laws of the jurisdiction of its incorporation, and will obtain and
preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Loans and to perform its respective duties under this Agreement.

         The Depositor or the Servicer may be merged or consolidated with or
into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Depositor or Servicer shall be a party, or any Person succeeding to
the business of the Depositor or Servicer, shall be the successor of the
Depositor or Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         Section 6.3 Limitation on Liability of the Servicer and Others. Neither
the Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect any director, officer,
employee or agent of the Servicer against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder, nor shall this provision protect the Servicer against


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any liability that would otherwise be imposed by reason of negligence in the
performance of duties hereunder. The Servicer and any director, officer,
employee or agent of the Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Servicer and any director, officer, employee or
agent of the Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense, in the case of the Servicer and any director, officer,
employee or agent of the Servicer, incurred by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or by
reason of reckless disregard of obligations and duties hereunder or, in the case
of the Servicer, as Servicer, incurred by reason of negligence in the
performance of any duties hereunder. The Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Loans in accordance with this Agreement
and which in its opinion may involve it in any expense or liability; provided,
however, that the Servicer may in its discretion undertake any such action which
it may deem necessary or desirable in respect of this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Servicer shall be entitled to be reimbursed therefor out of
the Custodial Account for P&I as provided by Section 3.3.

         Section 6.4 Servicer Not to Resign. The Servicer shall not resign from
the obligations and duties hereby imposed on it, except upon determination that
its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Servicer so causing such a conflict being
of a type and nature carried on by the Servicer at the date of this Agreement.
Any such determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. The
Servicer shall notify each Rating Agency of any such resignation. No such
resignation shall become effective until a successor servicer shall have assumed
the Servicer's responsibilities and obligations in accordance with Section 7.5
hereof.

         Notwithstanding the limitations stated above, the Servicer may transfer
its obligations, duties and rights hereunder without the consent of the
Certificateholders, provided, that (i) the Servicer obtains the prior written
consent of each Rating Agency, (ii) the transferee is a FNMA- or FHLMC-approved
servicer having a net worth of not less than $15,000,000, (iii) the successor
servicer assumes all of the Servicer's responsibilities and obligations in
accordance with Section 7.5 hereof, and (iv) the then-current rating of the
Class A Certificates will not be reduced as a result of such transfer, and (v)
the successor servicer has, in the reasonable opinion of the Trustee, the
qualifications, resources and experience to properly carry out, observe and
perform the duties, obligations and responsibilities of Servicer hereunder;
provided, that the foregoing clause (v) is intended solely for the benefit of
(and may be exercised or waived at the sole discretion of) the Trustee, to
enable the Trustee to assure itself that any successor Servicer has


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<PAGE>

such acceptable qualifications, resources and experience, and such clause (v) is
not intended to be for the benefit of, and shall not be relied upon or enforced
by, any Certificateholder, and provided, further, that any consent to such
transfer will not be unreasonably withheld by the Trustee.

                                   ARTICLE VII

                                     DEFAULT

         Section 7.1    Events of Default. In case one or more of the following
Events of Default by the Servicer shall occur and be continuing, that is to say:

                  (i) any failure by the Servicer to distribute or cause to be
         distributed to the Trustee or its delegate on the Withdrawal Date any
         payment required to be made to the Trustee under the terms of this
         Agreement;

                  (ii) any failure on the part of the Servicer duly to observe
         or perform in any material respect any other of the covenants or
         agreements on the part of the Servicer in the Certificates or in this
         Agreement which continues unremedied for a period of 60 days after the
         date on which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Servicer by the Trustee, or to
         the Servicer and the Trustee by the Holders of Certificates evidencing,
         in aggregate, not less than 25% of the Trust Fund or 51% of the
         aggregate Percentage Interests of any Class of Certificates;

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

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

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


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                  (vi) any failure of the Servicer to make any Advance required
         to be made from its own funds pursuant to Section 4.3 which continues
         unremedied for a period of one Business Day after the date upon which
         such Advance was to have been made;

then, if an Event of Default described in clauses (i)-(v) of this Section 7.1
shall occur, and in each and every such case, subject to applicable law, so long
as an Event of Default shall not have been remedied, either the Trustee or the
Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust
Fund or 51% of the aggregate Percentage Interests of any Class of Certificates
by notice in writing to the Servicer (and to the Trustee if given by the
Certificateholders) may terminate all of the rights and obligations of the
Servicer under this Agreement, but without prejudice to any rights it may have
to reimbursement of expenses, Advances and other advances of its own funds as
Servicer to the extent permitted by this Agreement, other than the Depositor's
(or its successors') obligation to repurchase any Loans pursuant to Section 2.2
or 2.3 shall survive any such termination. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice in writing to the
Servicer, which shall be telecopied to the Servicer, immediately terminate all
of the rights and obligations of the Servicer, under this Agreement and in and
to the Loans and the proceeds thereof. On or after the receipt by the Servicer
of such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Certificates or the Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section
7.1 (subject to the provisions of Section 7.5); and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Loans and related
documents or otherwise at the expense of the Servicer. The Servicer agrees to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights hereunder and shall promptly provide the Trustee all
documents and records whether in written or electronic form reasonably requested
by it to enable it to assume the Servicer's functions hereunder and shall
promptly also transfer to the Trustee of this Agreement all amounts which then
have been or should have been deposited in the Custodial Account for P&I by the
Servicer or which are thereafter received with respect to the Loans as well as
any escrowed funds held by it or in connection with its servicing activities
hereunder. The Servicer and the Trustee shall give each Rating Agency notice of
any Event of Default.

         Section 7.2 Other Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, shall have the
right, in its own name as trustee of an express trust, to take all actions now
or hereafter existing at law, in equity or by statute to enforce its rights and
remedies, and to protect the interests, and enforce the rights and remedies, of
the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing of proofs of claim
and debt in connection therewith). Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition


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to any other remedy and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.

         Section 7.3 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or
51% of the aggregate Percentage Interests of any Class of Certificates may
direct 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; provided, however, that the Trustee shall be under
no obligation to pursue any such remedy, or to exercise any of the trusts or
powers vested in it by this Agreement (including, without limitation, (i) the
conducting or defending of any administrative action or litigation hereunder or
in relation hereto and (ii) the terminating of the Servicer or any successor
servicer from its rights and duties as servicer hereunder) at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby; and,
provided, further, that, subject to the provisions of Section 8.1, the Trustee
shall have the right to decline to follow any such direction if the Trustee, in
accordance with an Opinion of Counsel, determines that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith determines
that the action or proceeding so directed would involve it in personal liability
or be unjustly prejudicial to the non-assenting Certificateholders or if the
Trustee has received contrary directions pursuant to this Section 7.3.

         Section 7.4 Action upon Certain Failures of Servicer and upon Event of
Default. In the event that the Trustee shall have knowledge of any failure of
the Servicer specified in Section 7.1(i) or (ii) which would become an Event of
Default upon the Servicer's failure to remedy the same after notice, the Trustee
shall give notice thereof to the Servicer. In the event that the Trustee shall
have knowledge of an Event of Default, the Trustee shall give prompt written
notice thereof to the Certificateholders and to each Rating Agency. For all
purposes of this Agreement, in the absence of actual knowledge by a Responsible
Officer of the Trustee, the Trustee shall not be deemed to have knowledge of any
failure of the Servicer as specified in Section 7.1(i) and (ii) or any Event of
Default unless notified thereof in writing by the Servicer or by a
Certificateholder.

         Section 7.5 Appointment of Successor Servicer.

         (a) When the Servicer receives a notice of termination pursuant to
Section 7.1 or the Trustee receives the resignation of the Servicer evidenced by
an Opinion of Counsel pursuant to Section 6.4, the Trustee shall become the
successor in all respects to the Servicer in its capacity as Servicer under this
Agreement and the transactions set forth or provided for herein, provided,
however, that the Trustee's obligation to make any Advances shall be no greater
than set forth in Section 4.3 of this Agreement, and the Trustee shall have all
the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof and in its capacity as such successor shall have the same limitation of


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liability herein granted to the Servicer and provided, further, that the Trustee
shall not be required to make an Advance from its own funds if such Advance
would be prohibited by law. As compensation therefor, the Trustee shall be
entitled to receive monthly an amount not to exceed the Servicing Fee as agreed
by the Trustee and the Servicer, together with such other servicing compensation
in the form of assumption fees, late charges, prepayment fees or otherwise
provided in Section 3.9. If the agreed amount is less than the Servicing Fee,
the excess shall be paid to the Class R Certificateholder. If the Trustee and
the Servicer shall not agree on the amount of such compensation, the Trustee
shall solicit bids for a successor servicer as described in Section 7.5(b),
provided, however, if no successor servicer is obtained through the bidding
process, the Trustee may act as such, or may pursuant to Section 7.5(b) appoint
a successor servicer to act as such, for the Servicing Fee together with such
other servicing compensation as provided in Section 3.9. In no event shall the
Trustee's assumption of or succession to the obligations of the Servicer make
the Trustee liable for any actions or omissions of the Servicer in its capacity
as Servicer.

         (b) Notwithstanding the above, the Trustee may and shall, if it is
unable (or unwilling due to disagreement on compensation as provided in Section
7.5 (a)) to act as Servicer, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
bank or mortgage servicing institution which is an approved FNMA or FHLMC
servicer having a net worth of not less than $15,000,000 and meeting such other
standards as are set forth in Section 6.4 hereof for a successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder (except the repurchase obligations set
forth in Sections 2.2 and 2.3 hereof, which shall remain obligations of the
Depositor); provided, however, that until such appointment and assumption, the
Trustee will continue to perform the servicing obligations pursuant to this
Agreement (and until such time shall be entitled to receive the Servicing Fees
pursuant to Section 3.9); provided, further, that prior to the appointment of
any successor servicer, the Rating Agencies confirm that the appointment of such
successor servicer would not result in the downgrade of the Rating assigned to
any Class of Certificates. The compensation of any successor servicer so
appointed shall be equal to the Servicing Fees specified in Section 3.9 together
with such other compensation as is provided in said Section 3.9. In the event
the Trustee is required to solicit bids as provided above, the Trustee shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions acceptable to the
Trustee and meeting the qualifications set forth above in this Section 7.5(b)
for the purchase of the servicing functions. Such public announcement shall
specify that the successor servicer shall be entitled to the full amount of the
Servicing Fee on the aggregate unpaid principal balance of the Loans as
servicing compensation for servicing the Loans, together with the other
servicing compensation in the form of assumption fees, late payment charges,
prepayment fees or otherwise as provided in Section 3.9. Within 45 days after
any such public announcement, the Trustee shall negotiate and effect the sale,
transfer and assignment of the servicing rights and responsibilities hereunder
(except the repurchase obligations set forth in Sections 2.2 and 2.3 hereof,
which shall remain obligations of the Depositor) to the qualified party
submitting the highest qualifying bid. The Trustee shall deduct all costs and
expenses of any public



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announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder from any sum received by the Trustee from the
successor to the Servicer in respect of such sale, transfer and assignment.
After such deductions, the remainder of such sum shall be paid by the Trustee to
the Class R Certificateholder at the time of such sale, transfer and assignment
to the Servicer's successor.

         (c) The Servicer agrees to cooperate with the Trustee and any successor
servicer in effecting the termination of the Servicer's servicing
responsibilities and rights hereunder and shall promptly provide the Trustee or
such successor servicer, as applicable, all documents and records reasonably
requested by it to enable it to assume the Servicer's functions hereunder and
shall promptly also transfer to the Trustee or such successor servicer, as
applicable, all amounts which then have been or should have been deposited in
the Custodial Account for P&I by the Servicer or which are thereafter received
with respect to the Loans. Neither the Trustee nor any other successor servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
the failure of the Servicer to deliver, or any delay in delivering, cash,
documents or records to it.

         Section 7.6 Notification to Certificateholders. Upon any termination of
the Servicer or appointment of a successor to the Servicer, in each case as
provided herein, the Trustee shall as soon as practicable give written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register and each Rating Agency.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         Section 8.1 Duties of Trustee. The Trustee, prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default has
occurred (which has not been cured), the Trustee, subject to the provisions of
Sections 7.1, 7.3, 7.4 and 7.5, 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. Any permissive right of the Trustee
enumerated in this Agreement shall not be construed as a duty.

         Subject to Sections 8.2(i), 8.3 and 8.4, the Trustee, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee which 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 resolution, certificate, statement, opinion, report, document, order or
other

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instrument furnished by any party hereunder. If any such instrument is found not
to conform to the requirements of this Agreement in a material manner, the
Trustee shall take action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee's reasonable
satisfaction, the Trustee will provide notice thereof to the Certificateholders
and each Rating Agency.

         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 or in the event the Trustee is acting as
successor servicer pursuant to Section 7.5, to the standard imposed on the
Servicer pursuant to Section 6.3 of this Agreement; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default and after
         the curing of all such Events of Default which may have occurred, 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,
         in the absence of bad faith on the part of the Trustee, 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;

                  (ii) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with this Agreement or at the direction of
         Certificateholders holding Certificates which have an aggregate
         Certificate Principal Balance aggregating not less than 25% of the
         aggregate Certificate Principal Balance of all Certificates relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising or omitting to exercise any
         trust or power conferred upon the Trustee, under this Agreement;

                  (iii) The Trustee shall not be liable in its individual
         capacity for any error of judgment made in good faith by any
         Responsible Officer, unless it shall be proved that the Trustee or such
         Responsible Officer was negligent in ascertaining the pertinent facts;

                  (iv) The Trustee shall not be liable for any act or omission
         of the Depositor or the Servicer (except for its own acts or omissions
         as Servicer hereunder) or for any but its own acts or omissions;

                  (v) The Trustee shall not be deemed to take notice or be
         deemed to have knowledge of any matter, including without limitation
         any default or Event of Default, unless written notice thereof,
         referring to the Certificates, the Depositor, the Trust Fund or this
         Agreement is received by a Responsible Officer of the Trustee at its
         Corporate Trust Office; and


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                  (vi) Subject to the other provisions of this Agreement and
         without limiting the generality of this Section 8.1, the Trustee shall
         have no duty (A) to see to any recording, filing, or depositing of this
         Agreement or any agreement referred to herein or any financing
         statement or continuation statement evidencing a security interest, or
         to see to the maintenance of any such recording or filing or depositing
         or to any rerecording, refiling or redepositing of any thereof, (B) to
         see any insurance, (C) to see to the payment or discharge of any tax,
         assessment, or other governmental charge or any lien or encumbrance of
         any kind owing with respect to, assessed or levied against, any part of
         the Trust Fund other than from funds available in the Certificate
         Account, and (D) to confirm or verify the contents of any reports or
         certificates of the Servicer delivered to the Trustee pursuant to this
         Agreement believed by the Trustee to be genuine and to have been signed
         or presented by the proper party or parties.

         None of the provisions contained in this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties as Trustee hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee to perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer under
this Agreement except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement.

         Section 8.2 Certain Matters Affecting Trustee. Except as otherwise
provided in Section 8.1:

                  (i) Before acting or refraining from acting the Trustee may
         request or require an Officer's Certificate; the Trustee may rely and
         shall be protected in acting or refraining from acting upon any
         resolution, Officer's Certificate, opinion of counsel, 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;

                  (ii) The Trustee may consult with counsel, and any advice or
         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 personally liable for any
         action taken, suffered or omitted by it in good faith and believed by
         it to be authorized or within the discretion or rights or powers
         conferred upon it by this Agreement;


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<PAGE>

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

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

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, attorneys or custodians, and the Trustee shall not be
         responsible for any misconduct or negligence on the part of any such
         agent, attorney or custodian appointed by the Trustee with care. Any
         such agents, attorneys or custodians shall be entitled to all
         indemnities and protection afforded to the Trustee. Any designee of the
         Trustee shall be considered its "agent" hereunder whether performing it
         as an independent contractor or otherwise.

         Section 8.3 Trustee Not Required to Make Investigation. Prior to the
occurrence of an Event of Default hereunder and after the curing of all Events
of Default which may have occurred, the Trustee shall not be bound to ascertain
or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, Mortgage, Mortgage Note
or other paper or document, unless requested in writing so to do by Holders of
Certificates having a Percentage Interest not less than 51% of the Trust Fund;
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or liability
as a condition to such proceeding. The reasonable expense of every such
examination shall be paid by the Depositor or, if paid by the Trustee, shall be
repaid by the Depositor upon demand.

         Section 8.4 Trustee Not Liable for Certificates or Loans. The recitals
contained herein and in the Certificates (other than the certificate of
authentication on the Certificates) shall be taken as the statements of the
Depositor, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations or warranties as to the validity or
sufficiency of this Agreement or of the Certificates or of any Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates or
for the use or application of any funds paid to the Servicer in respect of the
Loans or deposited in or withdrawn from the Custodial Account for P&I by the
Servicer or for investment of any such amounts. The Trustee shall not be
responsible for the legality or validity of this Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
or intended to be issued hereunder. The Trustee shall have no responsibility for
filing any financing or continuation statement in any


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<PAGE>

public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this
Agreement.

         Neither the Trustee nor any of the directors, officers, employees or
agents of the Trustee shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment while
an Event of Default exists; provided, however, that this provision shall not
protect the Trustee or any such person against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties. The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Depositor and held harmless
against any loss, liability or expense, including reasonable attorneys' fees,
incurred in connection with or related to the Trustee's performance of its
powers and duties under this Agreement (including, without limitation,
performance under Section 8.1 hereof), or any action relating to this Agreement
or the Certificates, or the performance of the Trustee's duties hereunder, other
than any loss, liability or expense incurred by any such Person by reason of
willful misfeasance, bad faith or negligence in the performance of duties. Any
such losses, liabilities and expenses resulting therefrom shall be losses,
liabilities and expenses of the Depositor. The indemnification provided
hereunder shall survive termination of this Agreement.

         Section 8.5 Trustee May Own Certificates. The Trustee and any Affiliate
or agent of the Trustee in its individual or any other capacity may become the
owner of or a pledgee of the Certificates with the same rights it would have if
it were not Trustee or such agent, and may otherwise deal with the parties
hereto.

         Section 8.6 Servicer to Pay Trustee's Fees and Expenses. The Servicer
covenants and agrees to pay to the Trustee monthly (or as otherwise agreed), and
the Trustee shall be entitled to receive, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and the Servicer shall pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances, including reasonable attorneys' fees, incurred or
made by the Trustee in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The Tax
Matters Person (or Person acting as its attorney-in-fact or agent) shall
indemnify the Trustee for any liability of or assessment against the Trustee
resulting from any error in any tax or tax information returns prepared or
caused to be prepared by such Person. In the event that (i) the Servicer does
not pay to the Trustee any compensation owed to the Trustee pursuant to this
Agreement or (ii) the Trustee is not reimbursed for any expense, disbursement or
advance incurred or made by the Trustee pursuant to this Agreement, the Trustee
shall be entitled to withdraw and retain such amount from the Certificate
Account. In the event the Trustee incurs expenses or renders services in any
proceedings which result from an Event of Default under Section 7.1, subsections
(iii), (iv) or (v) of this Agreement, or from any


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default which, with the passage of time, would become an Event of Default, the
expenses so incurred and compensation for services so rendered are intended to
constitute expenses of administration under the United States Bankruptcy Code or
equivalent law.

         Section 8.7 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be a corporation or association organized and doing business
under the laws of any state of 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 and subject to supervision or examination by
federal or state authority. The Trustee shall not control the Servicer nor be a
parent of or a subsidiary of the Servicer. 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 8.7 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 8.7, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.8.

         Section 8.8 Resignation and Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice of resignation to the Servicer. Such notice shall also be furnished to
each Rating Agency. Upon receiving such notice of resignation, the Servicer
shall promptly appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee at the expense of the
Servicer.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.7 and shall fail to resign after written
request for the Trustee's resignation by the Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged 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, then, with or without cause, the Servicer may remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee.

         The Holders of Certificates having a Percentage Interest aggregating
not less than 51% of the aggregate Denomination of all Certificates 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 instrument or instruments shall be
delivered to the Servicer, one complete set to the Trustee so removed and one
complete set to the successor trustee so appointed.


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         Any resignation or removal of the Trustee and appointment of successor
trustee pursuant to any of the provisions of this Section 8.8 shall become
effective only upon acceptance of appointment by the successor trustee as
provided in Section 8.9.

         Section 8.9 Successor Trustee. Any successor trustee appointed as
provided in Section 8.8 shall execute, acknowledge and deliver to the Servicer
and to its predecessor trustee 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 like effect as if
originally named as trustee herein. The predecessor trustee shall deliver or
cause to be delivered to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by the Custodian, if it shall agree to become the agent of any
successor trustee hereunder), and the 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 8.9 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.7.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 8.9, the Servicer shall mail notice of the succession of such
trustee hereunder to all holders of Certificates at their addresses as shown in
the Certificate Register and to each Rating Agency. If the Servicer fails to
mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Servicer.

         Section 8.10 Merger or Consolidation of Trustee. Any Person into which
the Trustee may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided, that such Person shall be eligible under the
provisions of Section 8.7, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         Section 8.11 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
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


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any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.11, such powers, duties, obligations, rights
and trusts as the Servicer and the Trustee may consider necessary or desirable.
If the Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. Each co-trustee separate trustee hereunder shall not be
required to meet the terms of eligibility as a successor trustee under Section
8.7 hereunder and no notice to holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.9 hereof.

         In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.11, 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, 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 the 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 Trust Fund or a
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.

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

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. The Trustee shall not be responsible
for any action or inaction of any such separate trustee or co-trustee. 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.

         The Trustee may appoint one or more Eligible Institutions to act as its
agent or agents to perform any or all of its duties and obligations under this
Agreement. Each such agent shall be subject to all of 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.


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<PAGE>

         Section 8.12 Appointment of Custodians. The Trustee may, with the
consent of the Servicer, appoint one or more Custodians, not affiliated with the
Depositor, to review, pursuant to Section 2.2 hereof, and hold all or a portion
of the Mortgage Files as agent for the Trustee provided, however, that such
appointed Custodian may be LaSalle Bank National Association. Any Custodian
appointed shall be an institution subject to supervision by federal or state
authority, shall have combined capital and surplus of at least $50,000,000 and
shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File.

         Section 8.13 Authenticating Agent.

         (a) The Trustee may appoint from time to time an authenticating agent
(the "Authenticating Agent") which shall be authorized to act on behalf of the
Trustee in authenticating Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Trustee by the Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by the
Authenticating Agent. Any successor Authenticating Agent must be acceptable to
the Servicer and have a principal office and place of business in New York, New
York or Chicago, Illinois, have a combined capital and surplus of at least
$50,000,000, and be authorized to do a trust business and subject to supervision
or examination by federal or state authorities.

         (b) Any corporation into which the Authenticating Agent 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 Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency business of the Authenticating Agent, shall continue to be
the Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         (c) The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and to the
Servicer. The Trustee may at any time terminate the agency of the Authenticating
Agent by giving written notice of termination to the Authenticating Agent and to
the Servicer. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.13, the Trustee promptly shall
appoint a successor Authenticating Agent, shall give written notice of such
appointment to the Servicer and shall mail notice of such appointment to all
Certificateholders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.13.


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         (d) The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
reasonable compensation paid to the Authenticating Agent shall be a reimbursable
expense under Section 8.6.

         Section 8.14 Bloomberg. As soon as practicable after the Closing Date,
the Trustee or the Certificate Administrator, if any, will arrange with
Bloomberg to have the Depositor set up on Bloomberg to provide the information
set forth on Exhibit Q (the "Data") with respect to the Loans on a monthly basis
in a format acceptable to Bloomberg and acceptable to the Underwriters. During
the term of this Agreement, the Trustee will provide updated Data to Bloomberg
on or before each Distribution Date.

         Section 8.15 Reports to Securities and Exchange Commission. Unless
otherwise directed by the Depositor in writing, the Certificate Administrator or
the Trustee, as applicable, shall prepare, sign and file with the Securities and
Exchange Commission, on behalf of the Depositor, (i) no later than ten days
after each Distribution Date, the Certificateholders' Report on the appropriate
form and in the appropriate medium authorized or prescribed therefor under the
Exchange Act, (ii) no later than March 25 of each calendar year, an annual
report meeting the requirements of the Exchange Act on the appropriate form and
in the appropriate medium authorized or prescribed therefor under the Exchange
Act. The Trustee or the Certificate Administrator, as applicable, shall promptly
forward copies of all filings made pursuant to this Section 8.15 to the
Depositor.

         Section 8.16 Calculation of LIBOR. Until the Certificate Principal
Balance of each of the Adjustable Rate Certificates has been reduced to zero,
LIBOR for the initial Interest Accrual Period shall be 2.10% with respect to the
Class IA-3 and Class IA-4 Certificates and 1.91% with respect to the Class IVA-3
and Class IVA-4 Certificates, and for any Interest Accrual Period thereafter,
the Trustee or the Certificate Administrator, if any, shall establish LIBOR on
each LIBOR Determination Date as follows:

         (a) If on such LIBOR Determination Date a rate for United States dollar
deposits for one month appears on the Dow Jones Telerate System, page 3750,
LIBOR for the next Interest Accrual Period shall be equal to such rate as of
11:00 a.m., London time;

         (b) 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 selected
by the Trustee or the Certificate Administrator, if any, after consultation with
the Servicer), the rate shall be determined as follows:

                  (i) The Trustee on the LIBOR Determination Date will request
         the principal London offices of each of four major reference banks in
         the London interbank market, as selected by the Trustee, to provide the
         Trustee with its offered quotation for deposits in United States
         dollars for the upcoming one-month period, commencing on the second
         LIBOR Business Day immediately following such LIBOR Determination Date,
         to prime


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         banks in the London interbank market at approximately 11:00 a.m. London
         time on such LIBOR Determination Date and in a principal amount that is
         representative for a single transaction in United States dollars in
         such market at such time. If at least two such quotations are provided,
         LIBOR determined on such LIBOR Determination Date will be the
         arithmetic mean of such quotations.

                  (ii) If fewer than two quotations are provided, LIBOR
         determined on such LIBOR Determination Date will be the arithmetic mean
         of the rates quoted at approximately 11:00 a.m. in New York City on
         such LIBOR Determination Date by three major banks in New York City
         selected by the Trustee for one-month United States dollar loans to
         leading European banks, in a principal amount that is representative
         for a single transaction in United States dollars in such market at
         such time; provided, however, that if the banks so selected by the
         Trustee are not quoting as mentioned in this sentence, LIBOR determined
         on such LIBOR Determination Date will continue to be LIBOR as then
         currently in effect on such LIBOR Determination Date.

         (c) The establishment of LIBOR on each LIBOR Determination Date by the
Trustee or the Certificate Administrator, if any, and the Trustee's or
Certificate Administrator's calculation of the rate of interest applicable to
the Adjustable Rate Certificates for the related Interest Accrual Period shall
(in the absence of manifest error) be final and binding.

                                   ARTICLE IX

                                   TERMINATION

         Section 9.1 Termination upon Purchase by the Depositor or Liquidation
of All Loans. The respective obligations and responsibilities of the Servicer
and the Trustee created hereby (other than the obligation to make payments to
Certificateholders as hereafter set forth in this Section 9.1 and obligations to
the Trustee in Sections 8.4 and 8.6) shall terminate upon the earlier of (i) the
later of the final payment or other liquidation (or any Advance with respect
thereto) of the last Loan remaining in the Trust Fund and the disposition of all
property acquired in respect of any Loan or (ii) the purchase by the Depositor
of all Loans at a price equal to the sum of (a) the principal balance of each
Loan plus accrued interest thereon at the applicable Mortgage Interest Rate to
the next scheduled Installment Due Date and (b) the fair market value of all
acquired property in respect of Loans, such fair market value to be determined
by an appraiser selected by the Trustee or (iii) the purchase by the Servicer,
so long as the Servicer is the Depositor, of all outstanding Certificates and
delivery of such Certificates to the Trustee; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof; and provided, further, that a "plan of liquidation" of each of
REMIC I and II in accordance with


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<PAGE>

Section 860F of the Code must be adopted in conjunction with any termination
effected pursuant to subclauses (i), (ii), or (iii) of this Section 9.1.

         The Depositor is hereby granted the right to purchase the Loans
pursuant to clause (ii) above, provided, however, that such right shall be
conditioned upon the Principal Balances of such Loans, at the time of any such
purchase, aggregating an amount less than 10% of the aggregate Principal Balance
of the Loans on the Cut-off Date, after deduction of payments due on or before
such date.

         Notice of any termination pursuant to clause (i), (ii) or (iii) above,
specifying the Distribution Date upon which all Certificateholders may surrender
their Certificates to the Trustee or its agent for payment and cancellation,
shall be given promptly by the Trustee or its agent (upon direction by the
Servicer no less than 10 days prior to the date such notice is to be mailed) by
letter to Certificateholders and each Rating Agency mailed by first class mail
no later than the 25th day of the month preceding the month of such final
distribution specifying (i) the Distribution Date upon which final payment on
the Certificates will be made upon presentation and surrender of Certificates at
the office or agency of the Trustee or the Certificate Registrar therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office or agency of the Trustee or the Certificate Registrar therein specified.
The Trustee or its agent shall give such notice to the Certificate Registrar and
each Rating Agency at the time such notice is given to the Certificateholders.
Upon any such termination, the duties of the Certificate Registrar shall also
terminate. In the event such notice is given in connection with Depositor's
election to purchase, the Depositor shall deposit in the Certificate Account on
the related Withdrawal Date an amount equal to the above- described purchase
price and upon such deposit Certificateholders will be entitled to the amount of
such purchase price but not amounts in excess thereof, all as provided herein.
With respect to the Certificates, upon presentation and surrender of the
Certificates pursuant to any termination under this Section 9.1, the Trustee or
Paying Agent shall cause to be distributed to Certificateholders an amount equal
to (a) the amount otherwise distributable on such Distribution Date, if not in
connection with a purchase; or (b) if the Depositor elected to so purchase, the
purchase price calculated as above provided. Upon any termination pursuant to
clause (iii) above, or upon certification to the Trustee by a Servicing Officer
following such final deposit, the Trustee and any Custodian shall promptly
release to the Servicer the Mortgage Files for the remaining Loans, and the
Trustee shall execute all assignments, endorsements and other instruments
necessary to effectuate such transfer.

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Trustee or its agent 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 three months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Trustee or its agent shall
take appropriate and reasonable steps as directed by



                                       147
<PAGE>

the Servicer, 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 in trust hereunder.

         Section 9.2 Trusts Irrevocable. Except as expressly provided herein,
all trusts created hereby are irrevocable.

         Section 9.3 Additional Termination Requirements.

         (a) In the event the Depositor exercises its purchase option as
provided in Section 9.1, the Trust Fund shall be terminated in accordance with
the following additional requirements, unless the Trustee and the Certificate
Administrator have received an Opinion of Counsel to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.3 will not
(i) result in the imposition of taxes on "prohibited transactions" of REMIC I or
REMIC II of the Trust Fund as described in Section 860F(a)(2) of the Code, or
(ii) cause either REMIC I or REMIC II of the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

                  (A) Within 90 days prior to the final Distribution Date set
         forth in the notice given by the Depositor under Section 9.1, the Tax
         Matters Person shall prepare the documents associated with and shall
         adopt a plan of complete liquidation of each of REMIC I and REMIC II of
         the Trust Fund; and

                  (B) At or after the time of adoption of such a plan of
         complete liquidation and at or prior to the final Distribution Date,
         the Servicer as agent of the Trustee shall sell all of the assets of
         the Trust Fund to the Depositor for cash in accordance with such plan
         of liquidation; provided, however, that in the event that a calendar
         quarter ends after the time of adoption of such a plan of complete
         liquidation but prior to the final Distribution Date, the Servicer
         shall not sell any of the assets of the Trust Fund prior to the close
         of that calendar quarter.

         (b) The Tax Matters Person hereby agrees to adopt such a plan of
complete liquidation and to take such other action in connection therewith as
may be reasonably requested by the Servicer.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         Section 10.1 Amendment. This Agreement may be amended from time to time
by the Depositor and the Trustee, without the consent of any of the
Certificateholders, (a) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any


                                      148
<PAGE>

other provision herein, or to make any other provisions with respect to matters
or questions arising under this Agreement, (b) to modify, eliminate or add to
any provisions to such extent as shall be necessary to maintain the
qualification of the Trust Fund as a REMIC at all times that any Class A or
Subordinate Certificates are outstanding, provided, that the Trustee has
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification, provided, that such action under
clauses (a) and (b) above shall not adversely affect in any material respect the
interests of any Certificateholder or (c) such amendment is made to conform the
terms of this Agreement to the terms described in the Prospectus dated December
10, 2001, together with the Prospectus Supplement dated December 21, 2001.

         This Agreement may also be amended from time to time by the Depositor
and the Trustee with the consent of the Holders of Certificates evidencing, in
aggregate, not less than 50% of the Trust Fund for the purpose of adding any
provisions 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 (a) reduce in any
manner the amount of, or delay the timing of, payments received on Loans which
are required to be distributed in respect of any Certificate without the consent
of the Holder of such Certificate; (b) adversely affect in any material respect
the interest of the Holders of the Class A Certificates in a manner other than
as described in (a) above without the consent of the Holders of Class A
Certificates aggregating not less than 66-2/3% of the aggregate Percentage
Interest evidenced by all Class A Certificates; (c) adversely affect in any
material respect the interest of the Holders of the Subordinate Components or
Crossed Subordinated Certificates in a manner other than as described in clause
(a) above without the consent of the Holders of Subordinate Components or
Crossed Subordinate Certificates aggregating not less than 66-2/3% of the
aggregate Percentage Interest evidenced by all Subordinate Components or Crossed
Subordinate Certificates; (d) adversely affect in any material respect the
interest of the Class R Certificateholder without the consent of the Holder of
the Class R Certificate; (e) change in any material respect the rights and
obligations of the Servicer or successor Servicer under this Agreement without
the prior written consent of such party; or (f) reduce the aforesaid percentage
of the Certificates the Holders of which are required to consent to any such
amendments without the consent of the Holders of all Certificates then
outstanding; provided, that for the purposes of this Agreement, the Holder of
the Class R Certificate shall have no right to vote at all times that any Class
A Certificates or Subordinate Components or Crossed Subordinate Certificates are
outstanding if such amendment relates to the modification, elimination or
addition of any provision necessary to maintain the qualification of the Trust
Fund as a REMIC.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment will not cause
either REMIC I or REMIC II of the Trust Fund to fail to qualify as a REMIC at
any time that any REMIC I Regular Interests or REMIC II Certificates are
outstanding.


                                      149
<PAGE>

         As soon as practicable after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Certificateholder and each Rating Agency.

         It shall not be necessary for the consent of the Certificateholders
under this Section 10.1 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.

         Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement.
The Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's own rights, duties or immunities under this
Agreement.

         Section 10.2 Recordation of Agreement. This Agreement (or an abstract
hereof, if acceptable by the applicable recording office) is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at its expense, but only after the Depositor has delivered to the
Trustee an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

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

         Section 10.3 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

         Except as otherwise expressly provided herein no Certificateholder,
solely by virtue of its status as Certificateholder, shall have any right to
vote 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
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.


                                      150
<PAGE>

         No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless all of the
Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust
Fund shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee, for
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 of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Agreement, except in the manner herein
provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 10.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Section 10.4 Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.5 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified or registered mail, return receipt requested
(a) in the case of the Depositor, to ABN AMRO Mortgage Corporation, 135 South
LaSalle Street, Suite 925, Chicago, Illinois 60603, Attention: Maria Fregosi -
Director - ABN AMRO Mortgage Operations, or such other address as may hereafter
be furnished to the Servicer and the Trustee in writing by the Depositor, (b) in
the case of the Servicer, to InterFirst, 777 East Eisenhower Parkway, Ann Arbor,
Michigan 48108, Attention: Steve Kapp - Vice President with a copy to ABN AMRO
Mortgage Group, Inc., 2600 West Big Beaver Road, Troy, Michigan 48084,
Attention: Thomas E. Reiss, or such other address as may hereafter be furnished
to the Depositor and the Trustee in writing by the Servicer, (c) in the case of
the Trustee, to the Corporate Trust Office, or such other address as may
hereafter be furnished to the Depositor and the Servicer in writing by the
Trustee, in each case Attention: Corporate Trust Department, (d) in the case of
Moody's, to Moody's Investors Services, Inc., 99 Church Street, New York, New
York, 10007, Attention: Asset Backed Monitoring, or such other address as may
hereinafter be furnished to the Depositor in writing by Moody's and (e) in the
case of S&P, to Standard & Poors, a division of The McGraw-Hill Companies, Inc.,
55 Water Street, 41st Floor, New York, New York 10041, Attention:


                                      151
<PAGE>

Residential Mortgage Surveillance Department, or such other address as may
hereinafter be furnished to the Depositor in writing by S&P. Any notice required
or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice mailed or transmitted within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the addressee receives such notice; provided, that any demand, notice or
communication to or upon the Depositor, the Servicer or the Trustee shall not be
effective until received.

         Section 10.6 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       152

<PAGE>



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


                                               ABN AMRO MORTGAGE CORPORATION, as
                                               Depositor


                                               By: /s/ Daniel J. Fischer
                                                    ________________________
                                               Name:     Daniel J. Fischer
                                               Its:      Vice President

















                                      S-1
<PAGE>



                                               JPMORGAN CHASE BANK,
                                               as Trustee


                                               By: /s/ Daniel J. Fischer
                                                   __________________________
                                               Name:      Chris Jackson
                                               Its:       Trust Officer









                                      S-2


<PAGE>



                                               ABN AMRO MORTGAGE GROUP, INC.,
                                               as Servicer




                                               By: /s/ Daniel J. Fischer
                                                   _____________________________
                                               Name:      Richard Geary
                                               Its:       Senior Vice President







                                      S-3


<PAGE>



STATE OF FLORIDA           )
                           )   ss.:
COUNTY OF _______          )


           On the ________ day of __________________, 2001, before me,
_______________, personally appeared Daniel J. Fischer, a Vice President of
ABN AMRO Mortgage Corporation, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument, and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.

           WITNESS my hand and official seal:


                                            Signature_________________________
                                                            (SEAL)







                                      S-4

<PAGE>



STATE OF TEXAS                     )
                           )   ss.:
COUNTY OF HARRIS           )


           On the ______ day of _________________, 2001, before me,
__________________________, personally appeared Chris Jackson, known to me to
be a Trust Officer of JPMorgan Chase Bank, one of the institutions that
executed the within instrument and also known to me to be the person who
executed it on behalf of said institution, and acknowledged to me that such
institution executed the within instrument.

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

                                                     __________________________
                                                     Notary Public

[NOTARIAL SEAL]





                                      S-5

<PAGE>



STATE OF MICHIGAN          )
                           )   ss.:
COUNTY OF OAKLAND                   )


           On the ______ day of ____________________, 2001, before me, Sally
Raffler, personally appeared Richard Geary, known to me to be a Senior Vice
President of ABN AMRO Mortgage Group, Inc., one of the corporations that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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

                                                     ___________________________
                                                     Notary Public

[NOTARIAL SEAL]







                                      S-6

<PAGE>



                                   EXHIBIT A

                             FORMS OF CERTIFICATES

















<PAGE>


                                                                   Exhibit A-1

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-1

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IA-1 Remittance Rate:             6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-1 Principal Balance as of the Cut-Off Date: $__________________

                             ____________________
                               Registered Owner                 Certificate No.





                                     A-1-1

<PAGE>


                                                                   Exhibit A-2

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-2

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.25% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $

Class IA-2 Remittance Rate:             6.25%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-2 Principal Balance as of the Cut-Off Date: $__________________

                             _____________________
                               Registered Owner

                                                                 Certificate No.




                                     A-2-1

<PAGE>


                                                                   Exhibit A-3

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-3

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is variable.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $

Class IA-3 Remittance Rate: Initially 2.75% and for any Distribution Date
                            after the first Distribution Date will equal a per
                            annum rate of LIBOR + 0.65%, subject to a maximum
                            rate of 8.50% and a minimum rate of 0.65%.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-3 Principal Balance as of the Cut-Off Date: $________________

                             ____________________
                               Registered Owner                 Certificate No.




                                     A-3-1

<PAGE>


                                                                   Exhibit A-4

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-4

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is variable.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                 Portion of the Class
                                              IA-4 Notional Amount as of
                                              the Cut-Off Date evidenced
                                              by this Certificate: $____________

Class IA-4 Remittance Rate: Initially 5.75% and for any Distribution Date
                            after the first Distribution Date will equal a per
                            annum rate of 7.85% - LIBOR%, subject to a maximum
                            rate of 7.85% and a minimum rate of 0.00%.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-4 Notional Amount as of the Cut-Off Date: $_____________


                             ___________________
                              Registered Owner                  Certificate No.




                                     A-4-1

<PAGE>


                                                                   Exhibit A-5

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-5

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.75%.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-5 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IA-5 Remittance Rate:             6.75%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-5 Principal Balance as of the Cut-Off Date: $_______________

                               __________________
                                Registered Owner                Certificate No.




                                     A-5-1

<PAGE>


                                                                   Exhibit A-6

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-6

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.75% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-6 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IA-6 Remittance Rate:             6.75%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-6 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                     A-6-1

<PAGE>


                                                                   Exhibit A-7

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IA-7

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.75% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IA-7 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IA-7 Remittance Rate:             6.75%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IA-7 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                     A-7-1

<PAGE>


                                                                   Exhibit A-8

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IIA-1

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIA-1 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIA-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                     A-8-1

<PAGE>


                                                                   Exhibit A-9

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IIA-2

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIA-2 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIA-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                     A-9-1

<PAGE>


                                                                  Exhibit A-10

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IIA-3

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIA-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIA-3 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIA-3 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-10-1

<PAGE>


                                                                  Exhibit A-11

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IIA-4

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIA-4 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIA-4 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIA-4 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-11-1

<PAGE>


                                                                  Exhibit A-12

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                 Class IIIA-1

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIIA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIIA-1 Remittance Rate:           6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIIA-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-12-1

<PAGE>


                                                                  Exhibit A-13

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                 Class IIIA-2

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIIA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIIA-2 Remittance Rate:           6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIIA-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-13-1

<PAGE>


                                                                  Exhibit A-14

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                    IIIA-3

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIIA-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIIA-3 Remittance Rate:           6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIIA-3 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.




                                    A-14-1

<PAGE>


                                                                  Exhibit A-15

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                 Class IIIA-4

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IIIA-4 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IIIA-5 Remittance Rate:           6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IIIA-4 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.




                                    A-15-1

<PAGE>


                                                                  Exhibit A-16

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-1

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.25% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-1 Remittance Rate:            6.25%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-16-1

<PAGE>


                                                                  Exhibit A-17

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-2

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is 6.00% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-2 Remittance Rate:            6.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-17-1

<PAGE>


                                                                  Exhibit A-18

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-3

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is variable.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-3 Remittance Rate: Initially 2.41% and for any Distribution Date after
                             the first Distribution Date will equal a per annum
                             rate of LIBOR + 0.50%, subject to a maximum rate of
                             8.50% and a minimum rate of 0.50%.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-3 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-18-1

<PAGE>


                                                                  Exhibit A-19

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-4

Evidencing a Percentage Interest in certain distributions with respect to a
pool of conventional one- to four-family mortgage loans formed and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real
estate mortgage investment conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue Date") of this Certificate is December 21, 2001.
The rate at which interest is payable as of the Issue Date with respect to
this Certificate is variable.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or
its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                Portion of the Class
                                             IVA-4 Notional Amount as of
                                             the Cut-Off Date evidenced
                                             by this Certificate: $_____________

Class IVA-4 Remittance Rate: Initially 6.09% and for any Distribution Date
                             after the first Distribution Date will equal a per
                             annum rate of 8.00% - LIBOR, subject to a maximum
                             rate of 8.00% and a minimum rate of 0.00%.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-4 Notional Amount as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-19-1

<PAGE>


                                                                  Exhibit A-20

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-5

Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 21, 2001. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-5 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-5 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-5 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-20-1

<PAGE>


                                                                  Exhibit A-21

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-6

Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 21, 2001. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-6 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-6 Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-6 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-21-1

<PAGE>


                                                                  Exhibit A-22

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-8

Evidencing a Percentage Interest in certain distributions with respect to a pool
of conventional one- to four-family mortgage loans formed and administered by

                         ABN AMRO MORTGAGE CORPORATION

This Certificate represents ownership of a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined in Sections 860G and
860D, respectively, of the Internal Revenue Code of 1986, as amended. The issue
date (the "Issue Date") of this Certificate is December 21, 2001. The rate at
which interest is payable as of the Issue Date with respect to this Certificate
is 6.50% per annum.

Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange, or payment, and any Certificate
issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        2001-8 Portion of the Class
                                                     IVA-8 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-8  Remittance Rate:           6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-8 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-22-1

<PAGE>


                                                                  Exhibit A-23

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class IVA-9

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.00% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-9 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-9  Remittance Rate:           6.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-9 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-23-1

<PAGE>


                                                                  Exhibit A-24

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                 Class IVA-10

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.00% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     IVA-10 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class IVA-10  Remittance Rate:          6.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class IVA-10 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-24-1

<PAGE>


                                                                  Exhibit A-25

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class VA-1

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.25% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     VA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class VA-1 Remittance Rate:             6.25%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class VA-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-25-1

<PAGE>


                                                                  Exhibit A-26

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class VA-2

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.50% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     VA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class VA-2 Remittance Rate:             6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class VA-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-26-1

<PAGE>


                                                                  Exhibit A-27

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class VA-3

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.50% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                Portion of the Class
                                             VA-3 Notional Amount as of
                                             the Cut-Off Date evidenced
                                             by this Certificate: $_____________

Class VA-3  Remittance Rate:            6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class VA-3 Notional Amount as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.



                                    A-27-1

<PAGE>


                                                                  Exhibit A-28

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class VIA-1

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.00% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     VIA-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class VIA-1 Remittance Rate:            6.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class VIA-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-28-1

<PAGE>


                                                                  Exhibit A-29

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class VIA-2

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.25% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     VIA-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class VIA-2 Remittance Rate:            6.25%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class VIA-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-29-1

<PAGE>


                                                                  Exhibit A-30

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1A-7

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.50% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     1A-7 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1A-7 Remittance Rate:             6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1A-7 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.





                                    A-30-1

<PAGE>


                                                                  Exhibit A-31

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1A-X

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.50% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                Portion of the Class
                                             1A-X Notional Amount as of
                                             the Cut-Off Date evidenced
                                             by this Certificate: $_____________

Class 1A-X Remittance Rate:             6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1A-X Notional Amount as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.





                                    A-31-1

<PAGE>


                                                                  Exhibit A-32

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2A-X

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is 6.50% per annum.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                Portion of the Class
                                             2A-X Notional Amount as of
                                             the Cut-Off Date evidenced
                                             by this Certificate: $_____________

Class 2A-X Remittance Rate:             6.50%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class 2A-X Notional Amount as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-32-1

<PAGE>


                                                                  Exhibit A-33

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1A-P

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
Interest is not payable with respect to this Certificate.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     1A-P Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1A-P Remittance Rate:             0.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1A-P Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-33-1

<PAGE>


                                                                  Exhibit A-34

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2A-P

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
Interest is not payable with respect to this Certificate.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

Series 2001-8                                        Portion of the Class
                                                     2A-P Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2A-P Remittance Rate:             0.00%

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class 2A-P Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-34-1

<PAGE>


                                                                  Exhibit A-35

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                   Class 1M

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

The Class 1M  Certificates  will be  subordinate  in right of  payment  to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                               Portion of the Class
                                            1M Principal Balance as of
                                            the Cut-Off Date evidenced
                                            by this Certificate: $_____________

Class 1M Remittance Rate:               Variable

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1M Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.




                                    A-35-1

<PAGE>


                                                                  Exhibit A-36

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                   Class 2M

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

The Class 2M  Certificates  will be  subordinate  in right of  payment  to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                Portion of the Class
                                             2M Principal Balance as of
                                             the Cut-Off Date evidenced
                                             by this Certificate: $_____________

Class 2M Remittance Rate:  The Remittance Rate on the Crossed Subordinate
                           Certificates will equal on any Distribution Date, the
                           quotient expressed as a percentage of (a) the sum of
                           (i) the product of (x) 6.45% and (y) the Group V
                           Subordinate Amount (as defined in the Pooling
                           Agreement) and (ii) the product of (x) 6.125% and (y)
                           the Group VI Subordinate Amount (as defined in the
                           Pooling Agreement), over (b) the sum of (i) the Group
                           V Subordinate Amount and (ii) the Group VI
                           Subordinate Amount. The initial Remittance Rate for
                           each Class of the Crossed Senior Subordinate
                           Certificates will be approximately 6.27% per annum.

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2017
Class 2M Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.



                                    A-36-1

<PAGE>


                                                                  Exhibit A-37

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1B-1

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is variable.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

The Class 1B-1  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     1B-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1B-1 Remittance Rate:             Variable

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1B-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-37-1

<PAGE>


                                                                  Exhibit A-38

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1B-2

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is variable.

Unless this  Certificate is presented by an authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trustee or
its  agent  for  registration  of  transfer,  exchange,  or  payment,  and any
Certificate  issued is registered in the name of Cede & Co. or 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.

The Class 1B-2  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     1B-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1B-2 Remittance Rate:             Variable

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class 1B-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.




                                    A-38-1

<PAGE>


                                                                  Exhibit A-39

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1B-3

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

         IN THE CASE OF ANY CLASS 1B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.

The Class 1B-3  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     1B-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1B-3 Remittance Rate:             Variable

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2032
Class 1B-3 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-39-1

<PAGE>


                                                                  Exhibit A-40

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1B-4

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

         IN THE CASE OF ANY CLASS 1B-4 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR

The Class 1B-4  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     1B-4 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1B-4 Remittance Rate:             Variable

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2032
Class 1B-4 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                  Certificate No.




                                    A-40-1

<PAGE>


                                                                  Exhibit A-41

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 1B-5

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

         IN THE CASE OF ANY CLASS 1B-5 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.

The Class 1B-5  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     1B-5 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 1B-5 Remittance Rate:             Variable

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2032
Class 1B-5 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-41-1

<PAGE>


                                                                  Exhibit A-42

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2B-1

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is variable.

The Class 2B-1  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     2B-1 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2B-1 Remittance Rate: The Remittance Rate on the Crossed Subordinate
                            Certificates will equal on any Distribution Date,
                            the quotient expressed as a percentage of (a) the
                            sum of (i) the product of (x) 6.45% and (y) the
                            Group V Subordinate Amount (as defined herein) and
                            (ii) the product of (x) 6.125% and (y) the Group VI
                            Subordinate Amount (as defined herein). over (b) the
                            sum of (i) the Group V Subordinate Amount and (ii)
                            the Group VI Subordinate Amount. The initial
                            Remittance Rate for each Class of the Crossed Senior
                            Subordinate Certificates will be approximately 6.27%
                            per annum.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class 2B-1 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-42-1

<PAGE>


                                                                  Exhibit A-43

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2B-2

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively, of the Internal Revenue Code of 1986, as amended.
The issue date (the "Issue  Date") of this  Certificate  is December 21, 2001.
The rate at which  interest  is payable  as of the Issue Date with  respect to
this Certificate is variable.

The Class 2B-1  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     2B-2 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2B-2 Remittance Rate: The Remittance Rate on the Crossed Subordinate
                            Certificates will equal on any Distribution Date,
                            the quotient expressed as a percentage of (a) the
                            sum of (i) the product of (x) 6.45% and (y) the
                            Group V Subordinate Amount (as defined herein) and
                            (ii) the product of (x) 6.125% and (y) the Group VI
                            Subordinate Amount (as defined herein). over (b) the
                            sum of (i) the Group V Subordinate Amount and (ii)
                            the Group VI Subordinate Amount. The initial
                            Remittance Rate for each Class of the Crossed Senior
                            Subordinate Certificates will be approximately 6.27%
                            per annum.

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2017

Class 2B-2 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-43-1

<PAGE>


                                                                  Exhibit A-44

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2B-3

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable

         IN THE CASE OF ANY CLASS 2B-3 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.

The Class 2B-3  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     2B-3 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2B-3 Remittance Rate:  The Remittance Rate on the Crossed Subordinate
                             Certificates will equal on any Distribution Date,
                             the quotient expressed as a percentage of (a) the
                             sum of (i) the  product  of (x) 6.45% and (y) the
                             Group V  Subordinate  Amount (as defined  herein)
                             and (ii) the  product  of (x)  6.125% and (y) the
                             Group VI Subordinate  Amount (as defined herein).
                             over (b) the sum of (i) the  Group V  Subordinate
                             Amount and (ii) the Group VI Subordinate  Amount.
                             The initial Remittance Rate for each Class of the
                             Crossed Junior  Subordinate  Certificates will be
                             approximately 6.27% per annum.

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2017
Class 2B-3 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-44-1

<PAGE>


                                                                  Exhibit A-45

                                                            CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2B-4

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

         IN THE CASE OF ANY CLASS 2B-4 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR

The Class 2B-4  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     2B-4 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2B-4 Remittance Rate:  The  Remittance  Rate on the Crossed  Subordinate
                             Certificates will equal on any Distribution Date,
                             the quotient expressed as a percentage of (a) the
                             sum of (i) the  product  of (x) 6.45% and (y) the
                             Group V  Subordinate  Amount (as defined  herein)
                             and (ii) the  product  of (x)  6.125% and (y) the
                             Group VI Subordinate  Amount (as defined herein).
                             over (b) the sum of (i) the  Group V  Subordinate
                             Amount and (ii) the Group VI Subordinate  Amount.
                             The initial Remittance Rate for each Class of the
                             Crossed Junior  Subordinate  Certificates will be
                             approximately 6.27% per annum.

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2017
Class 2B-4 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.




                                    A-45-1

<PAGE>


                                                                  Exhibit A-46

                                                             CUSIP:_____________

                       MORTGAGE PASS-THROUGH CERTIFICATE

                                  Class 2B-5

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to  four-family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

This  Certificate  represents  ownership  of a "regular  interest"  in a "real
estate  mortgage  investment  conduit," as those terms are defined in Sections
860G and 860D, respectively,  of the Internal Revenue Code of 1986, as amended
(the  "Code").  The issue  date (the  "Issue  Date")  of this  Certificate  is
December 21, 2001.  The rate at which interest is payable as of the Issue Date
with respect to this Certificate is variable.

         IN THE CASE OF ANY CLASS 2B-5 CERTIFICATE PRESENTED FOR REGISTRATION IN
         THE NAME OF AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED
         TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
         OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE (OR
         COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (A "PLAN"), A
         TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING "PLAN
         ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, THE TRUSTEE OR
         CERTIFICATE REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE AN
         OFFICER'S CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH
         TRANSFEREE STATING THAT THE TRANSFEREE IS AN INSURANCE COMPANY USING
         ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
         DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
         95-60) TO EFFECT SUCH PURCHASE AND SATISFIES ALL OF THE REQUIREMENTS
         FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60, WHICH
         OFFICER'S CERTIFICATE SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE
         CERTIFICATE ADMINISTRATOR, IF ANY, OR THE DEPOSITOR.

The Class 2B-5  Certificates  will be  subordinate  in right of payment to and
provide credit support to certain Classes of Certificates, as described in the
Pooling Agreement.

Series 2001-8                                        Portion of the Class
                                                     2B-5 Principal Balance as
                                                     of the Cut-Off Date
                                                     evidenced by this
                                                     Certificate: $_____________

Class 2B-5 Remittance Rate:  The  Remittance  Rate on the Crossed  Subordinate
                             Certificates will equal on any Distribution Date,
                             the quotient expressed as a percentage of (a) the
                             sum of (i) the  product  of (x) 6.45% and (y) the
                             Group V  Subordinate  Amount (as defined  herein)
                             and (ii) the  product  of (x)  6.125% and (y) the
                             Group VI Subordinate  Amount (as defined herein).
                             over (b) the sum of (i) the  Group V  Subordinate
                             Amount and (ii) the Group VI Subordinate  Amount.
                             The initial Remittance Rate for each Class of the
                             Crossed Junior  Subordinate  Certificates will be
                             approximately 6.127% per annum.

Cut-Off Date:                           December 1, 2001
First Distribution Date:                January 25, 2002
Last Scheduled Distribution Date:       January 25, 2017
Class 2B-5 Principal Balance as of the Cut-Off Date: $_____________

                              __________________
                               Registered Owner                 Certificate No.



                                    A-46-1

<PAGE>



                                   EXHIBIT B

                         FORM OF RESIDUAL CERTIFICATE
                                                             CUSIP_____________
                       MORTGAGE PASS-THROUGH CERTIFICATE

                                    Class R

Evidencing a Percentage  Interest in certain  distributions  with respect to a
pool  of   conventional   one-  to-four  family   mortgage  loans  formed  and
administered by

                         ABN AMRO MORTGAGE CORPORATION

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND
THE  CERTIFICATE  REGISTRAR  THAT (1) SUCH  TRANSFEREE  IS NOT  EITHER (A) THE
UNITED  STATES,  ANY  STATE OR  POLITICAL  SUBDIVISION  THEREOF,  ANY  FOREIGN
GOVERNMENT, ANY INTERNATIONAL  ORGANIZATION,  OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE  FOREGOING,  (B)  ANY  ORGANIZATION  (OTHER  THAN A  COOPERATIVE
DESCRIBED  IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH  ORGANIZATION  IS SUBJECT TO THE TAX IMPOSED
BY  SECTION  511 OF THE  CODE,  (C)  ANY  ORGANIZATION  DESCRIBED  IN  SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING  CLAUSES
(A),  (B),  OR  (C)  BEING   HEREINAFTER   REFERRED  TO  AS  A   "DISQUALIFIED
ORGANIZATION"),  OR (D) AN AGENT  OF A  DISQUALIFIED  ORGANIZATION  AND (2) NO
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFER TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN  REPRESENTATIONS AS TO
THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.  NOTWITHSTANDING  THE
REGISTRATION  IN THE  CERTIFICATE  REGISTER  OF ANY  TRANSFER,  SALE OR  OTHER
DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED  ORGANIZATION  OR AN
AGENT OF A DISQUALIFIED ORGANIZATION,  SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT  WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R
CERTIFICATE  BY  ACCEPTANCE  OF  THIS  CERTIFICATE  SHALL  BE  DEEMED  TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

IN THE CASE OF ANY CLASS R CERTIFICATE  PRESENTED FOR REGISTRATION IN THE NAME
OF AN EMPLOYEE  BENEFIT OR OTHER PLAN  SUBJECT TO THE  PROHIBITED  TRANSACTION
PROVISIONS OF THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"),  OR  SECTION  4975 OF THE CODE  (OR  COMPARABLE  PROVISIONS  OF ANY
SUBSEQUENT ENACTMENTS) (A "PLAN"), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION,
THE TRUSTEE OR CERTIFICATE  REGISTRAR SHALL REQUIRE SUCH TRANSFEREE TO PROVIDE
AN OFFICER'S  CERTIFICATE  SIGNED BY A RESPONSIBLE  OFFICER OF SUCH TRANSFEREE
STATING  THAT THE  TRANSFEREE  IS AN  INSURANCE  COMPANY  USING  ASSETS  OF AN
"INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60) TO EFFECT SUCH PURCHASE
AND SATISFIES ALL OF THE  REQUIREMENTS  FOR EXEMPTIVE  RELIEF UNDER SECTIONS I
AND III OF PTCE 95-60, WHICH OFFICER'S  CERTIFICATE SHALL NOT BE AN EXPENSE OF
THE TRUSTEE OR THE DEPOSITOR.

Solely for U.S.  federal  income tax  purposes,  this  Certificate  represents
"residual  interests" in "real estate mortgage investment  conduits," as those
terms are defined in Sections  860G and 860D,  respectively,  of the  Internal
Revenue Code of 1986, as amended.



                                     B-1
<PAGE>


Series 2001-8                       Percentage Interest evidenced by this Class
                                    R Certificate in the distributions to be
                                    made with respect to the Class R
                                    Certificate: 100%

Class R Remittance Rate:  6.75%.   [Additionally, the Class R Certificates
                                   are entitled to Excess Liquidation Proceeds
                                   and the  Residual  Distribution  Amount  as
                                   defined  in  the  Pooling   and   Servicing
                                   Agreement.]

Cut-Off Date:                           December 1, 2001

First Distribution Date:                January 25, 2002

Last Scheduled Distribution Date:       January 25, 2032

Class R Principal Balance as of the Cut-Off Date:    $100

                              __________________
                               Registered Owner                  Certificate No.



                                      B-2

<PAGE>



                                   EXHIBIT C

                                  [RESERVED]




















                                      C-1

<PAGE>



                                   EXHIBIT D

                               SCHEDULE OF LOANS

                            AVAILABLE UPON REQUEST



                                      D-1

<PAGE>



                                   EXHIBIT E

                          FIELDS OF LOAN INFORMATION

Deal Name
Distribution Date
Loan Number
Loan Group
City
State
Zip Code
Property Type (SFR, CONDO, etc.)
Occupancy Status (Owner, Investor, etc.)
Loan Purpose (Purchase, Refi, etc.)
Loan Type
Loan Status (Current, Foreclosure, REO, Bankruptcy)
Original Term of Loan
Amortization Term
First Payment of Loan
Maturity Date
Appraisal Value
Original LTV
Original Principal Balance
Previous Month's Balance
Current Principal Balance
Prepay Date
Prepay Status (Loan has been prepaid, liquidated or repurchased by the Servicer)
Original Scheduled P&I
Current Scheduled P&I
Scheduled Interest Amount
Scheduled Principal Amount
Curtailment
Note Rate
Paid to Date
Payment Date



                                      E-1

<PAGE>



                                   EXHIBIT F

                      FORM OF TRANSFEROR CERTIFICATE FOR
                        PRIVATELY OFFERED CERTIFICATES

                                    [Date]

JPMorgan Chase Bank, as Trustee
600 Travis Street, 10th Floor
Houston, Texas 77002
Attn: Institutional Trust Services


[LaSalle Bank National Association, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: ABN AMRO Series 2001-8]

  Re:      Purchase of ABN AMRO Mortgage Corporation Mortgage
           Pass-Through Certificates Series 2001-8, Class [1B-3] [1B-4]
           [1B-5] [2B-3] [2B-4] [2B-5] (the "Certificates")
           -------------------------------------------------------------

Ladies and Gentlemen:

         In  connection  with our  disposition  of the above  Certificates  we
certify that (a) we understand the Certificates have not been registered under
the  Securities  Act of 1933, as amended (the "Act") and are being disposed by
us in a transaction that is exempt from the  registration  requirements of the
Act,  and (b) we have not offered or sold any  certificates  to, or  solicited
offers to buy any Certificates  from, any person,  or otherwise  approached or
negotiated  with any person with  respect  thereto,  or taken any other action
which would result in a violation of Section 5 of the Act.

                                            Very truly yours,

                                            [Name of Transferor]

                                            By: ______________________
                                                   AUTHORIZED OFFICER






                                      F-1

<PAGE>



                                   EXHIBIT G

                     FORM OF TRANSFEREE'S CERTIFICATE FOR
                        PRIVATELY OFFERED CERTIFICATES

                                    [Date]

JPMorgan Chase Bank
600 Travis Street, 10th Floor
Houston, Texas 77002
Attn: Institutional Trust Services

ABN AMRO Mortgage Corporation
135 South LaSalle Street
Suite 925
Chicago, Illinois 60603

[LaSalle Bank National Association, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: ABN AMRO Series 2001-8]

         The undersigned (the  "Purchaser")  proposes to purchase [Class 1B-3]
[Class 1B-4] [Class 1B-5] [Class 2B-3] [Class 2B-4] [Class 2B-5]  Certificates
evidencing  an undivided  interest in ABN AMRO Mortgage  Corporation  Mortgage
Pass-Through Certificates, Series 2001-8 (the "Purchased Certificates") in the
principal   amount  of  $__________.   In  doing  so,  the  Purchaser   hereby
acknowledges and agrees as follows:

         Section 1.  Definitions.  Each  capitalized  term used herein and not
otherwise  defined herein shall have the meaning ascribed to it in the Pooling
and  Servicing  Agreement,  dated as of  December  1, 2001,  between  ABN AMRO
Mortgage Corporation ("AAMC"), ABN AMRO Mortgage Group, Inc., as servicer (the
"Servicer")  and JPMorgan Chase Bank, as trustee (the  "Trustee"),  of the ABN
AMRO Mortgage Corporation Mortgage Pass- Through Certificates, Series 2001-8.

         Section  2.  Representations  and  Warranties  of the  Purchaser.  In
connection with the proposed transfer,  the Purchaser  represents and warrants
to AAMC, the Servicer, the Certificate Registrar and the Trustee that:

         (a) The  Purchaser is duly  organized,  validly  existing and in good
standing  under  the  laws of the  jurisdiction  in  which  the  Purchaser  is
organized, is authorized to invest in the Purchased Certificates, and to enter
into this Agreement, and duly executed and delivered this



                                      G-1

<PAGE>



Agreement;

         (b) The Purchaser is acquiring the Purchased Certificates for its own
account as principal and not with a view the distribution thereof, in whole or
in part;

         (c) The Purchaser is an "accredited investor" as such term is defined
in  paragraph  (a)(1),  (a)(2),  (a)(3),  (a)(7) or (a)(8) of  Section  501 of
Regulation D under the  Securities  Act of 1933,  as amended (the "Act"),  has
knowledge of financial and business  matters and is capable of evaluating  the
merits and risks of an investment in the Purchased Certificates; the Purchaser
has  sought  such  accounting,  legal  and  tax  advice  as it has  considered
necessary to make an informed investment  decision;  and the Purchaser is able
to bear the economic risk of an investment in the Purchased  Certificates  and
can afford a complete loss of such investment;

         (d) The Purchaser is not affiliated with the Trustee;

         (e) The  Purchaser  confirms  that  AAMC  has made  available  to the
Purchaser the  opportunity to ask questions of, and receive  answers from AAMC
concerning  the  Trust,  the  purchase  by  the  Purchaser  of  the  Purchased
Certificates  and all matters  relating  thereto  that AAMC  possesses  or can
acquire without unreasonable effort or expense;

         (f) If applicable,  the Purchaser has complied,  and will continue to
comply, with the guidelines  established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System; and

         (g) The  Purchaser  will  provide the Trustee and the  Servicer  with
affidavits substantially in the form of Exhibit A attached hereto.

         Section 3. Transfer of Purchased Certificates.

         (a) The Purchaser  understands that the Purchased  Certificates  have
not been  registered  under the Act, or any state  securities laws and that no
transfer may be made unless the Purchased  Certificates  are registered  under
the  Act  and  under   applicable  state  law  or  unless  an  exemption  from
registration is available. The Purchaser further understands that neither AAMC
nor the Trust is under any  obligation to register the Purchased  Certificates
or make an  exemption  available.  In the event that such a transfer  is to be
made within two years from the Closing Date without registration under the Act
or  applicable  state  securities  laws,  (i) the  Trustee or the  Certificate
Registrar  shall require,  in order to assure  compliance with such laws, that
the  Certificateholder's  prospective  transferees  each certify to AAMC,  the
Certificate  Registrar  and  the  Trustee  as to the  factual  basis  for  the
registration or qualification exemption relied upon, and (ii) the Trustee, the
Certificate  Registrar  or AAMC may  require an  Opinion of Counsel  that such
transfer  may be  made  pursuant  to an  exemption  from  the  Act  and  state
securities  laws,  which  Opinion  of  Counsel  shall not be an expense of the
Trustee,  the  Certificate  Registrar  or  AAMC.  Any  such  Certificateholder
desiring to effect such transfer shall, and does hereby agree to,



                                      G-2

<PAGE>

indemnify  the Trustee and AAMC 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.

         (b) No transfer of a Purchased  Certificate  shall be made unless the
transferee provides AAMC, the Certificate Registrar and the Trustee with (i) a
Transferee's Agreement,  substantially in the form of this Agreement, and (ii)
an affidavit  substantially  in the form of Exhibit A hereto that the proposed
transferee  (x) is not an employee  benefit plan or other plan or  arrangement
subject to the prohibited  transaction  provisions of ERISA or Section 4975 of
the Internal Revenue Code of 1986, as amended, or comparable provisions of any
subsequent  enactments (a "Plan"),  a trustee of any Plan, or any other Person
who is using the "plan assets" of any Plan to effect such  acquisition  or (y)
is an insurance company,  the source of funds to be used by it to purchase the
Purchased  Certificates is an "insurance  company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and is eligible for, and satisfies all the requirements for, exemptive
relief under Sections I and III of PTCE 95-60.

         (c) The Purchaser acknowledges that its Purchased Certificates bear a
legend setting forth the applicable restrictions on transfer.

         IN WITNESS  WHEREOF,  the undersigned has caused this Agreement to be
validly executed by its duly authorized  representative  as of the day and the
year first above written.

                                                     [Purchaser]


                                                     By:_______________________
                                                        Its:



                                      G-3

<PAGE>



             Exhibit A to Form of Transferee Agreement (Exhibit G)

                            BENEFIT PLAN AFFIDAVIT


RE:      ABN AMRO MORTGAGE  CORPORATION  MORTGAGE  PASS-THROUGH  CERTIFICATES,
         SERIES  2001-8 (THE  "TRUST")  [CLASS 1B-3] [CLASS 1B-4] [CLASS 1B-5]
         [CLASS 2B-3] [CLASS 2B-4] [CLASS 2B-5]  CERTIFICATES  (THE "PURCHASED
         CERTIFICATES")

         Under penalties of perjury, I _____________________, declare that, to
the best of my knowledge  and belief,  the following  representations  are true,
correct and complete; and

         1. That I am the_______ of__________________ (the "Purchaser"), whose
taxpayer identification number  is_________________ , and on behalf of which I
have the authority to make this affidavit.

         2.  That  the   Purchaser  is   acquiring  a  Purchased   Certificate
representing an interest in Trust.

         3. That the  Purchaser  (i) is not an employee  benefit plan or other
plan or arrangement  subject to the prohibited  transaction  provisions of the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA") or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or
comparable  provisions of any subsequent  enactments (a "Plan"),  a trustee of
any Plan,  or any other  Person who is using the "plan  assets" of any Plan to
effect such acquisition,  or (ii) has provided an Officer's Certificate signed
by a Responsible  Officer of the Purchaser  satisfactory  to ABN AMRO Mortgage
Corporation (the "Depositor"),  the Certificate Registrar,  and the Trustee of
the Trust stating that the  Purchaser is an insurance  company using assets of
an "insurance  company general  account"  (within the meaning of Department of
Labor Prohibited  Transaction  Class Exemption  ("PTCE") 95-60) to effect such
purchase  and is eligible  for,  and  satisfies  all of the  requirements  for
exemptive  relief  under  Sections I and III of PTCE  95-60,  which  Officer's
Certificate shall not be an expense of the Depositor or the Trustee.

         IN WITNESS  WHEREOF,  the Purchaser has caused this  instrument to be
duly executed on its behalf, by its duly authorized officer  this_____________
day of___________ , 20 .



[Purchaser]


By:____________________
Its:














                                      G-4

<PAGE>



         Personally  appeared before me                              , known or
proved to me to be the same person who executed the foregoing instrument and to
be a                             of the Purchaser, and acknowledged  to me that
(s)he  executed the same as his/her free act and deed and as the free act and
deed of the Purchaser.

         SUBSCRIBED and SWORN to before me this __day of              , 20 .


                              ___________________
                                 Notary Public




                                      G-5

<PAGE>





                                   EXHIBIT H

                                  [RESERVED]



                                      H-1

<PAGE>



                                   EXHIBIT I

                        FORM OF TRANSFEROR CERTIFICATE


                                    [Date]


JPMORGAN CHASE BANK, AS TRUSTEE
600 TRAVIS STREET, 10TH FLOOR
HOUSTON, TEXAS 77002
ATTN: INSTITUTIONAL TRUST SERVICES

[LASALLE BANK NATIONAL ASSOCIATION, AS CERTIFICATE REGISTRAR
135 SOUTH LASALLE STREET, SUITE 1625
CHICAGO, ILLINOIS 60603
ATTN: ABN AMRO SERIES 2001-8_________________________]

         RE:      ABN AMRO MORTGAGE CORPORATION MORTGAGE PASS-THROUGH
                       CERTIFICATES, SERIES 2001-8 CLASS R

         This  letter  is  delivered  to  you  in  connection  with  the  sale
by________________________   (the   "Seller")   to_____________________   (the
"Purchaser") of  $_________________  initial Certificate  Principal Balance of
Mortgage   Pass-Through   Certificates,    Series   2001-8,   Class   R   (the
"Certificate"), pursuant to Section 5.1 of the Pooling and Servicing Agreement
(the  "Pooling and Servicing  Agreement"),  dated as of December 1, 2001 among
ABN AMRO Mortgage Corporation, as depositor (the "Company"), ABN AMRO Mortgage
Group, Inc., as servicer (the "Servicer"), and JPMorgan Chase Bank, as trustee
(the  "Trustee").  All terms used herein and not otherwise  defined shall have
the  meanings  set forth in the Pooling and  Servicing  Agreement.  The Seller
hereby  certifies,   represents  and  warrants  to,  and  covenants  with  the
Depositor, the Servicer, the Certificate Registrar and the Trustee that:

         1. No purpose of the Seller  relating to the sale of the  Certificate
by the  Seller to the  Purchaser  is or will be to enable the Seller to impede
the assessment or collection of tax.

         2. The Seller  understands  that the  Purchaser  has delivered to the
Trustee,  the  Servicer,   the  Certificate  Registrar  and  the  Depositor  a
transferee  affidavit  and  agreement in the form  attached to the Pooling and
Servicing Agreement as Exhibit J. The Seller does not know or believe that any
representation contained therein is false.


         3. The Seller has no actual knowledge that the Proposed Transferee is
not a Permitted Transferee.


                                      I-1

<PAGE>



         4. The Seller has no actual  knowledge  that the  Purchaser  would be
unwilling  or  unable to pay  taxes  due on its  share of the  taxable  income
attributable to the Certificates.

         5. At the  time of this  transfer  (i) the  Seller  has  conducted  a
reasonable investigation of the financial condition of the Purchaser and, as a
result of the  investigation,  found that the Purchaser has historically  paid
its debts as they came due, and found no significant evidence to indicate that
the  Purchaser  will not  continue  to pay its  debts as they  come due in the
future  and (ii)  either  (A) the Seller  both (1) has  determined  all of the
following  (I) at the time of the  transfer,  and at the  close of each of the
Purchaser's two fiscal years  preceding the year of transfer,  the Purchaser's
gross assets for financial  reporting purposes exceed $100 million and its net
assets for such  purposes  exceed $10 million  (disregarding,  for purposes of
determining  gross or net assets,  the obligation of any person related to the
Purchaser within the meaning of section 860L(g) of the Code or any other asset
if a principal  purpose for holding or  acquiring  that asset is to permit the
Purchaser to satisfy this minimum gross asset or net asset requirement),  (II)
the Purchaser is a domestic C corporation for United States federal income tax
purposes  that is not for such  purposes  an exempt  corporation,  a regulated
investment  company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of subchapter T of the Code applies,  (III) there
are  no  facts  or  circumstances  on or  before  the  date  of  transfer  (or
anticipated)  which would  reasonably  indicate that the taxes associated with
the Certificates  will not be paid, (IV) the Purchaser is not a foreign branch
of a domestic corporation, and (V) the transfer does not involve a transfer or
assignment  to a  foreign  branch  of a  domestic  corporation  (or any  other
arrangement  by which any  Certificate  is at any time subject to net tax by a
foreign  country or U.S.  possession)  and the  Purchaser  will not  hereafter
engage in any such transfer or assignment (or any such  arrangement),  and (2)
does not know or have  reason  to know that the  Purchaser  will not honor the
restrictions on subsequent  transfers of any Class R Certificate  described in
paragraph 12 and 13 of the Transferee's Transfer Affidavit,  or (B) the Seller
has  determined  that the present  value of the  anticipated  tax  liabilities
associated  with the holding of the  Certificates do not exceed the sum of (1)
the present value of any  consideration  given to the Purchaser to acquire the
Certificates,  (2) the present value of the expected future  distributions  on
the  Certificates,  and (3) the present value of the  anticipated  tax savings
associated with holding the Certificates as the REMIC generates losses (having
made such  determination by (I) assuming that the Purchaser pays tax at a rate
equal to the highest rat of tax specified in Section 11(b)(1) of the Code, and
(II)  utilizing a discount rate for present  valuation  purposes  equal to the
applicable  Federal rate  prescribed by Section 1274(d) of the Code compounded
semi-  annually  (or a lower  discount  rate  based  on the  Purchaser  having
demonstrated  that  it  regularly  borrows,  in the  course  of its  trade  or
business, substantial funds at such lower rate from unrelated third parties)).



                                      I-2

<PAGE>



         6.  The  Purchaser  has  represented  to  the  Seller  that,  if  the
Certificates  constitute a noneconomic  residual interest,  it (i) understands
that as holder of a noneconomic residual interest it may incur tax liabilities
in excess of any cash flows generated by the interest, and (ii) intends to pay
taxes associated with its holding of the Certificates as they become due.

         7. The Seller  understands  that the transfer of the Certificates may
not be respected  for United  States  income tax purposes  (and the Seller may
continue to be liable for United  States  income taxes  associated  therewith)
unless there is compliance  with the standards of paragraph 5. above as to any
transfer.

                                                  Very truly yours,


                                                  [Seller]


                                                  By:__________________________
                                                     Name:_____________________
                                                     Title:____________________



                                     I-3
<PAGE>


                                   EXHIBIT J

                  FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT

STATE OF       )
                   )       ss:
COUNTY OF      )

         [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he is  [Title  of  Officer]  of [Name of  Owner]  (record  or
beneficial  owner  of the  Class R  Certificate  (the  "Owner")),  a  [savings
institution]  [corporation] duly organized and existing under the laws of [the
State  of_____________________________] [the  United  States],  on behalf of
which he makes this affidavit and agreement.

         2.  That  the  Owner  (i)  is not  and  will  not be a  "disqualified
organization"  as of the [date of  transfer]  within  the  meaning  of Section
860E(e)(5)  of the Internal  Revenue Code of 1986, as amended (the "Code") and
will endeavor to remain other than a disqualified  organization for so long as
it retains  its  ownership  interest in the Class R  Certificate,  and (ii) is
acquiring  the Class R  Certificate  for its own account or for the account of
another  Owner  from which it has  received  an  affidavit  and  agreement  in
substantially  the  same  form as this  affidavit  and  agreement.  (For  this
purpose, a "disqualified  organization"  means the United States, any state or
political  subdivision thereof, or any agency or instrumentality of any of the
foregoing  (other than an  instrumentality  all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage  Corporation,  a
majority of whose board of directors is not selected by any such  governmental
entity, or any foreign government or international organization, or any agency
or  instrumentality  of such foreign  government  or  organization,  any rural
electric or telephone  cooperative,  or any  organization  (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable income).

         3. That the Owner is aware (i) of the tax that  would be  imposed  on
transfers  of the  Class R  Certificate;  (ii)  that  such tax would be on the
transferor,  or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified  organization,  on the agent;
(iii)  that the  person  otherwise  liable  for the tax shall be  relieved  of
liability for the tax if the transferee  furnished to such person an affidavit
that the  transferee is not a  disqualified  organization  and, at the time of
transfer,  such person does not have actual  knowledge  that the  affidavit is
false;  and (iv)  that the  Class R  Certificate  may  represent  "noneconomic
residual  interests"  within the meaning of 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, if a significant purpose of the transfer was to enable
the transferor to impede the assessment or collection of tax.



                                      J-1

<PAGE>


         4.  That the  Owner is aware of the tax  imposed  on a  "pass-through
entity" holding the Class R Certificate if at any time during the taxable year
of the pass-through entity a disqualified organization is the record holder of
an  interest  in such  entity.  (For this  purpose,  a  "pass-through  entity"
includes a regulated  investment  company,  a real estate  investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

         5.  That the  Owner is aware  that the  Trustee  and the  Certificate
Registrar will not register the transfer of the Class R Certificate unless the
transferee, or other transferee's agent, delivers to each of them an affidavit
and  agreement,  among other things,  in  substantially  the same form as this
affidavit  and  agreement.  The  Owner  expressly  agrees  that  it  will  not
consummate  any  such  transfer  if it  knows  or  believes  that  any  of the
representations contained in such affidavit and agreement are false.

         6. That the Owner has reviewed the restrictions set forth on the face
of the Class R  Certificate  and the  provisions of Section 5.1 of the Pooling
and Servicing  Agreement under which the Class R Certificate  was issued.  The
Owner expressly agrees to be bound by and to comply with such restrictions and
provisions.

         7.  That  the  Owner  consents  to  any  additional  restrictions  or
arrangements  that  shall be  deemed  necessary  upon  advice  of  counsel  to
constitute a  reasonable  arrangement  to ensure that the Class R  Certificate
will  only  be  owned,  directly  or  indirectly,  by an  Owner  that is not a
disqualified organization.

         8. The Owner's Taxpayer Identification Number is_____________________.

         9. That no purpose of the Owner relating to the purchase of the Class
R  Certificate  by the Owner is or will be to enable the  transferor to impede
the assessment or collection of tax.

         10. That the Owner has no present  knowledge or  expectation  that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

         11. That the Owner has no present  knowledge or  expectation  that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Certificates remain outstanding.

         12. The Owner will, in connection  with any transfer that it makes of
the Class R Certificate deliver to the Certificate  Registrar a representation
letter  substantially  in the form of Exhibit I to the Pooling  and  Servicing
Agreement.  [The Owner hereby agrees that it will not make any transfer of any
Class R  Certificate  unless  (i) the  transfer  is to an  entity  which  is a
domestic  C  corporation  (other  than  an  exempt  corporation,  a  regulated
investment  company, a real estate investment trust, a REMIC, or a cooperative
organization to which part I of Subchapter T of the



                                      J-2

<PAGE>



Code  applies) for federal  income tax  purposes,  and (ii) the transfer is in
compliance  with the  conditions  set forth in paragraph 5 of Exhibit I of the
Pooling and Servicing Agreement.]1/.

         13. The Owner (i) is a citizen or  resident of the United  States,  a
corporation  or  partnership  (including an entity treated as a corporation or
partnership for 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)  or an estate  whose income is subject to United  States  federal
income tax  regardless of its source,  or a trust if a court within the United
States is able to exercise primary  supervision over the administration of the
trust and one or more such U.S.  Persons  have the  authority  to control  all
substantial  decisions of the trust and (ii) if the Owner is a partnership for
U.S.  federal  income  tax  purposes,  each  person or entity  which  holds an
interest (directly or indirectly,  through a pass-through  entity) is a person
or entity  described in (i). 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 1 of subchapter J of chapter 1 of the Code),
and which  was  treated  as a U.S.  Person  on  August  20,  1996 may elect to
continue to be treated as a U.S. Person notwithstanding the previous sentence.

         14. The Owner hereby  agrees to cooperate  with the  Depositor and to
take any action required of it by the Code or Treasury regulations  thereunder
(whether  now or  hereafter  promulgated)  in order to create or maintain  the
REMIC status of the REMIC I or the REMIC II.

         15. The Owner  hereby  agrees  that it will not take any action  that
could endanger the REMIC status of the REMIC I or the REMIC II, as applicable,
or  result  in the  imposition  of tax on the  REMIC I or the  REMIC II unless
counsel for, or acceptable to, the Depositor  has provided an opinion that  such
action  will not  result in the loss of such  REMIC  status or the imposition of
such tax, as applicable.

         16.  The  Owner  as  transferee  of  the  Class  R  Certificate   has
represented to their  transferor  that, if the Class R Certificate  represents
noneconomic residual interests,  the Owner (i) understands that as holder of a
noneconomic  residual  interest it may incur tax  liabilities in excess of any
cash flows generated by the interest, and (ii) intends to pay taxes associated
with its holding of the Class R Certificate as they become due.

         [17. The Owner hereby represents to and for the benefit of the
transferor that (i) at the time of the transfer, and at the close of each of the
Owners's two fiscal years preceding the year of

_____________________
1/
-

         Bracketed  text  to be  included  if  the  Owner  is  relying  on the
transferee's  compliance with the "Asset Test Safe Harbor" (which is generally
described as the second "safe  harbor" in the  Prospectus  Supplement)  rather
then the "Formula Test Safe Harbor" (which is generally described as the first
"safe  harbor"  in  the  Prospectus  Supplement).   See  "Federal  Income  Tax
Consequences  -  Special  Tax   Considerations   Applicable  to  the  Residual
Certificate"  in the Prospectus  Supplement.


                                     J-3
<PAGE>



transfer,  the Owners's gross assets for financial  reporting  purposes exceed
$100  million  and its  net  assets  for  such  purposes  exceed  $10  million
(disregarding, for purposes of determining gross or net assets, the obligation
of any person  related to the Owner  within the meaning of section  860L(g) of
the Code or any other  asset if a principal  purpose for holding or  acquiring
that asset is to permit the Owner to satisfy this  minimum  gross asset or net
asset  requirement),  (ii) the Owner is a  domestic C  corporation  for United
States  federal  income tax purposes  that is not for such  purposes an exempt
corporation, a regulated investment company, a real estate investment trust, a
REMIC,  or a cooperative  organization  to which part I of subchapter T of the
Code applies,  (iii) there are no facts or circumstances on or before the date
of transfer (or anticipated)  which would  reasonably  indicate that the taxes
associated  with the Class R Certificate  will not be paid, and (iv) the Owner
is not a foreign  branch of a  domestic  corporation,  the  transfer  does not
involve a transfer or assignment to a foreign branch of a domestic corporation
(or any other  arrangement  by which any  Class R  Certificate  is at any time
subject  to net tax by a foreign  country or U.S.  possession),  and the Owner
will not  hereafter  engage in any such  transfer or  assignment  (or any such
arrangement).]1/

         IN  WITNESS  WHEREOF,  the Owner has  caused  this  instrument  to be
executed on its behalf,  pursuant to the  authority of its Board of Directors,
by its [Title of Officer]  and its  corporate  seal to be  hereunto  attached,
attested by its [Assistant] Secretary, this ____ day of _______________, 20__.

                                                      [Name of Owner]

                                                      By:______________________
                                                           [Name of Officer]
                                                          [Title of Officer]

[Corporate Seal]

ATTEST:

[Assistant] Secretary





____________________

1/
-

Bracketed  text to be  included  if the Owner is relying  on the  transferee's
compliance with the "Asset Test Safe Harbor" (which is generally  described as
the  second  "safe  harbor"  in the  Prospectus  Supplement)  rather  then the
"Formula  Test Safe Harbor"  (which is generally  described as the first "safe
harbor"   in   the   Prospectus   Supplement).   See   "Federal   Income   Tax
Consequences--Special   Tax   Considerations   Applicable   to  the   Residual
Certificate" in the Prospectus Supplement.


                                      J-4

<PAGE>



         Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and Acknowledged to me that he
executed the same as his free act and deed and free act and deed of the Owner.

         Subscribed   and   sworn   before   me    this_______ day
of_________________, 20 .


                                                 NOTARY PUBLIC

                                                 COUNTY OF
                                                 STATE OF

                                                 My Commission expires the__ day
                                                 of______________________, 20__




                                      J-5

<PAGE>



                                   EXHIBIT K

                    FORM OF ADDITIONAL MATTER INCORPORATED
                       INTO THE FORM OF THE CERTIFICATES

         This  Certificate  does not represent an obligation of or interest in
ABN  AMRO  Mortgage  Corporation  or  any  of  its  affiliates.  Neither  this
Certificate  nor  the  underlying  Loans  are  guaranteed  by  any  agency  or
instrumentality of the United States.

         This  certifies  that  the  above-mentioned  Registered  Owner is the
registered owner of certain interests in a trust fund (the "Certificate  Trust
Fund") whose  assets  consist of, among other  things,  a pool (the  "Mortgage
Pool") of  conventional  one- to  four-family  mortgage  loans (the  "Loans"),
formed by ABN AMRO  Mortgage  Corporation  (the  "Depositor").  The Loans were
originated  or acquired by various  financial  institutions  and  subsequently
acquired by the Depositor. The Mortgage Pool was created pursuant to a Pooling
and  Servicing  Agreement,  dated as of the  Cut-Off  Date  stated  above (the
"Pooling Agreement"), between the Depositor, ABN AMRO Mortgage Group, Inc., as
Servicer  (the   "Servicer"),   and  JPMorgan  Chase  Bank,  as  Trustee  (the
"Trustee"),  a summary of certain of the pertinent  provisions of which is set
forth hereafter.  To the extent not defined herein, the capitalized terms used
herein have the meanings  assigned in the Pooling  Agreement.  Nothing  herein
shall be  deemed  inconsistent  with  such  meanings,  and in the event of any
conflict between the Pooling Agreement and the terms of this Certificate,  the
Pooling  Agreement  shall  control.  This  Certificate  is issued under and is
subject to the terms,  provisions and conditions of the Pooling Agreement,  to
which  Pooling  Agreement  the  Holder of this  Certificate,  by virtue of the
acceptance hereof, assents and by which such Holder is bound.

         Distributions will be made, pursuant to the Pooling Agreement, 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 above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month  immediately  preceding the month of such  distribution (the "Record
Date"),  to  the  extent  of  such  Certificateholder's   Percentage  Interest
represented by this Certificate in the portion of the Certificate Distribution
Amount for such  Distribution  Date then  distributable on the Certificates of
this Class, as specified in Section 4.1 of the Pooling Agreement.

         Distributions  on this Certificate will be made by the Trustee or its
Paying Agent by wire transfer or by other means of payment  acceptable to each
Certificateholder  of  record  on  the  immediately   preceding  Record  Date.
Notwithstanding  the above, the final distribution on this Certificate will be
made after due notice by the  Trustee or its Paying  Agent of the  pendency of
such distribution and only upon presentation and surrender of this Certificate
to the Certificate Registrar.

         Reference  is  hereby  made  to  the  further   provisions   of  this
Certificate set forth below,  which further  provisions shall for all purposes
have the same effect as if set forth at this place.


                                      K-1

<PAGE>



         Unless the certificate of authentication  hereon has been executed by
or on behalf of the Trustee,  by manual signature,  this Certificate shall not
be  entitled to any benefit  under the Pooling  Agreement  or be valid for any
purpose.






                                      K-2

<PAGE>



         IN WITNESS  WHEREOF,  the Trustee has caused this  Certificate  to be
duly executed.

                                                JPMORGAN CHASE BANK, as Trustee


                                                By:_____________________________


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates  referred to in the  within-mentioned
Pooling Agreement.


JPMORGAN CHASE BANK,
as Trustee

By:__________________________
Dated:_______________________



                                      K-3

<PAGE>



                         ABN AMRO MORTGAGE CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATE

         This  Certificate is one of a duly  authorized  issue of Certificates
designated  as  Mortgage  Pass-Through  Certificates  of the  Series and Class
specified hereon (herein called the "Certificates")  and representing  certain
interests in the Certificate Trust Fund.

         The  Certificates  do not represent an obligation  of, or an interest
in, the Depositor or any of its  affiliates  and are not insured or guaranteed
by any governmental  agency.  The Certificates are limited in right of payment
to certain  collections  and  recoveries  respecting  the  Loans,  all as more
specifically  set forth  herein and in the  Pooling  Agreement.  To the extent
described in the Pooling  Agreement,  the Servicer is obligated to advance its
own funds to cover certain  shortfalls  with respect to payments on the Loans.
In the event  Servicer  funds are  advanced  with  respect  to any Loan,  such
advance is  reimbursable  to the Servicer from the related  recoveries on such
Loan or from other cash  deposited  in the  Custodial  Account  for P&I to the
extent that such advance is not otherwise recoverable.

         As provided in the Pooling Agreement,  withdrawals from the Custodial
Account  for P&I may be made by the  Servicer  from time to time for  purposes
other  than  distributions  to  Certificateholders,  such  purposes  including
reimbursement to the Servicer of advances made, or certain expenses  incurred,
by it.

         The  Pooling  Agreement  permits,  with  certain  exceptions  therein
provided,  the  amendment  thereof  and the  modification  of the  rights  and
obligations  of  the  Depositor  and  the  Servicer,  and  the  rights  of the
Certificateholders  under the Pooling  Agreement at any time by the  Depositor
and  the  Trustee,  with  the  consent  of the  Holders  of  the  Certificates
aggregating  not  less  than  66-2/3%  of the  aggregate  Percentage  Interest
evidenced by all of the  Certificates  of the Trust Fund.  For the purposes of
such provision and except as provided below,  voting rights related to 100% of
the Aggregate Certificate Principal Balance of any Class will be allocated pro
rata (by Certificate  Principal Balance) among the Certificates of such Class.
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 hereof or in
lieu  hereof  whether  or not  notation  of such  consent  is made  upon  this
Certificate.  The Pooling  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  Pooling   Agreement  and  subject  to  certain
limitations therein set forth, the transfer of this Certificate is registrable
in  the   Certificate   Register  upon  surrender  of  this   Certificate  for
registration  of transfer at the offices of the  Certificate  Registrar or the
office  maintained  by the  Trustee  in the City and State of New  York,  duly
endorsed  by,  or  accompanied  by an  assignment  in the form  below or other
written  instrument  of  transfer in form  satisfactory  to the Trustee or any
Authenticating  Agent duly  executed  by, the Holder  hereof or such  Holder's
attorney  duly   authorized  in  writing,   and  thereupon  one  or  more  new
Certificates of Authorized Denominations evidencing the



                                      K-4

<PAGE>
same  Percentage  Interest  set  forth  herein  above  will be  issued  to the
designated transferee or transferees.

         No transfer of a Certificate will be made unless such transfer is
exempt from or is made in accordance with the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and any applicable
state securities laws. No transfer, sale, pledge or other disposition of a
Junior Subordinate Certificate shall be made unless such transfer, sale, pledge
or other disposition is made in accordance with Section 5.1(e) or Section 5.1(f)
of the Pooling Agreement. Each Person who, at any time, acquires any ownership
interest in any Junior Subordinate Certificate shall be deemed by the acceptance
or acquisition of such ownership interest to have agreed to be bound by the
provisions of such Section 5.1(e) and Section 5.1(f), as applicable. No transfer
of a Junior Subordinate Certificate shall be deemed to be made in accordance
with such Section 5.1(e) unless such transfer is made pursuant to an effective
registration statement under the Securities Act or unless the Trustee and the
Certificate Registrar are provided with the certificates and an Opinion of
Counsel, if required, on which the Trustee and the Certificate Registrar may
conclusively rely, which establishes or establish to the Trustee's and the
Certificate Registrar's satisfaction that such transfer is exempt from the
registration requirements under the Securities Act, as follows: In the event
that a transfer is to be made in reliance upon an exemption from the Securities
Act, the Trustee and the Certificate Registrar shall require, in order to assure
compliance with the Securities Act, that the Certificateholder desiring to
effect such transfer certify to the Trustee and the Certificate Registrar in
writing, in substantially the form attached as Exhibit F to the Pooling
Agreement, the facts surrounding the transfer, with such modifications to such
Exhibit F as may be appropriate to reflect the actual facts of the proposed
transfer, and that the Certificateholder's proposed transferee certify to the
Trustee and the Certificate Registrar in writing, in substantially the form
attached as Exhibit G to the Pooling Agreement, the facts surrounding the
transfer, with such modifications to such Exhibit G as may be appropriate to
reflect the actual facts of the proposed transfer. If such certificate of the
proposed transferee does not contain substantially the substance of Exhibit G,
the Trustee and the Certificate Registrar shall require an Opinion of Counsel
satisfactory to it that such transfer may be made without registration, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Certificate Registrar, the Trust Fund or the Depositor.

         Transfers of the Junior Subordinate Certificates may also be made in
accordance with Section 5.1(f) of the Pooling Agreement. To effectuate a
Certificate transfer in accordance with such Section 5.1(f), the proposed
transferee of such Certificate must provide the Trustee, the Certificate
Registrar and the Depositor with an investment letter substantially in the form
of Exhibit L attached to the Pooling Agreement, which investment letter shall
not be an expense of the Trustee, the Certificate Registrar or the Depositor,
and which investment letter states that, among other things, such transferee (i)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act
provided by Rule 144A. Notwithstanding the foregoing, the proposed transferee of
such Certificate shall not be required to provide the Trustee, the Certificate
Registrar or the Depositor with Annex 1 or Annex 2 to the form of such Exhibit L
if the Depositor so consents prior to each such transfer. Such transfers shall
be deemed to have complied with the requirements of Section 5.1(f) of the
Pooling Agreement. The Holder of a Certificate desiring to effect such transfer
does hereby agree to indemnify the Trustee, and the Certificate Registrar, the
Depositor, and the Certificate Registrar against any liability that may result
if transfer is not made in accordance with the Pooling Agreement.

         The Certificates are issuable only as registered Certificates without
coupons in Authorized  Denominations  specified in the Pooling  Agreement.  As
provided in the Pooling Agreement and subject to certain  limitations  therein
set forth,  Certificates  are  exchangeable for new Certificates of Authorized
Denominations  evidencing  the same  aggregate  interest in the portion of the
Available  Distribution Amount distributable on this Class of Certificate,  as
requested by the Holder surrendering the same.

         A reasonable  service charge may be made for any such registration of
transfer or exchange, and the Trustee or the Certificate Registrar may require
payment  of a sum  sufficient  to cover any tax or other  governmental  charge
payable in connection therewith.

         The   Depositor,   the   Certificate   Registrar,   the   Certificate
Administrator,  the  Servicer,  the  Trustee  and any agent of any of them may
treat the Person in whose name this  Certificate  is  registered  as the owner
hereof for all purposes, and neither the Depositor, the Certificate Registrar,
the Certificate  Administrator,  the Servicer,  the Trustee nor any such agent
shall be affected by notice to the contrary.

         The respective  obligations and  responsibilities of the Servicer and
the Trustee created under the Pooling  Agreement (other than the obligation to
make payments to Certificateholders as set forth therein) shall terminate upon
the earlier of (i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Loan remaining in the Trust Fund and
the  disposition  of all property  acquired in respect of any Loan or (ii) the
purchase by the Class R Certificateholder  of all Loans at a price established
pursuant to the Pooling Agreement;  provided,  however, that in no event shall
the  trust  created  hereby  continue  beyond  21 years  from the death of the
survivor of certain persons identified in the Pooling Agreement.

                                      K-5
<PAGE>





                                  ASSIGNMENT

 FOR VALUE RECEIVED the undersigned hereby sell(s) and assign(s) and transfer(s)
 unto

_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code of
assignee. Please insert social security or other identifying number of
assignee.)

the  within  Mortgage   Pass-Through   Certificate   and  hereby   irrevocably
constitutes   and   appoints__________________________________   Attorney   to
transfer said  Certificate  on the  Certificate  Register,  with full power of
substitution in the premises.

Dated:________________________________          _______________________________
                                                     Signature Guaranteed

                                                _______________________________
                                                NOTICE:

                                                The signature to this assignment
                                                must correspond with the name as
                                                written  upon  the  face  of the
                                                within   instrument   in   every
                                                particular,  without  alteration
                                                or enlargement or any change
                                                whatever.







                                       K-6

<PAGE>





                                    EXHIBIT L

                   FORM OF RULE 144A INVESTMENT REPRESENTATION

             Description of Rule 144A Securities, including numbers:

The  undersigned  seller,  as  registered  holder (the  "Seller"),  intends to
transfer the Rule 144A Securities  described  above to the  undersigned  buyer
(the "Buyer").

         1. In  connection  with  such  transfer  and in  accordance  with the
agreements  pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts:  Neither the Seller nor anyone acting on
its behalf has offered,  transferred,  pledged,  sold or otherwise disposed of
the Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or any  disposition  of the Rule 144A  Securities,  any interest in the
Rule  144A  Securities  or any  other  similar  security  from,  or  otherwise
approached  or  negotiated  with  respect  to the Rule  144A  Securities,  any
interest in the Rule 144A  Securities 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 Rule 144A Securities under the Securities Act
of 1933, as amended (the "1933 Act"),  or that would render the disposition of
the Rule 144A  Securities in violation of Section 5 of the 1933 Act or require
registration  pursuant  thereto,  and that the Seller has not offered the Rule
144A  Securities  to any person  other  than the Buyer or  another  "qualified
institutional buyer" as defined in Rule 144A under the 1933 Act.

         2. The Buyer  warrants and  represents  to, and covenants  with,  the
Seller, the Trustee, the Certificate Registrar and the Servicer (as defined in
the Pooling and Servicing  Agreement (the  "Agreement")  dated as of August 1,
2001 between ABN AMRO Mortgage  Corporation,  as Depositor,  ABN AMRO Mortgage
Group,  Inc., as Servicer,  and JPMorgan  Chase Bank, as Trustee)  pursuant to
Section 5.1(f) of the Agreement, as follows:

         (a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.

         (b)  The  Buyer   considers   itself  a  substantial,   sophisticated
institutional  investor  having such knowledge and experience in financial and
business  matters  that it is  capable of  evaluating  the merits and risks of
investment in the Rule 144A Securities.



                                      L-1

<PAGE>



         (c) The  Buyer  has  received  and  reviewed  the  Private  Placement
Memorandum  dated as of August 29, 2001  relating to the Rule 144A  Securities
and has been furnished with all information regarding the Rule 144A Securities
that it has  requested  from the Seller,  the  Trustee,  the  Depositor or the
Servicer.

         (d)  Neither the Buyer nor anyone  acting on its behalf has  offered,
transferred,  pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar  security to, or
solicited any offer to buy or accept a transfer,  pledge or other  disposition
of the Rule 144A  Securities,  any interest in the Rule 144A Securities or any
other  similar  security  from, or otherwise  approached  or  negotiated  with
respect to the Rule 144A Securities,  any interest in the Rule 144A Securities
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 Rule
144A Securities under the 1933 Act or that would render the disposition of the
Rule 144A  Securities  a  violation  of  Section 5 of the 1933 Act or  require
registration  pursuant thereto, nor will it act, nor has it authorized or will
it  authorize  any person to act, in such manner with respect to the Rule 144A
Securities.

         (e) The Buyer is a  "qualified  institutional  buyer" as that term is
defined  in Rule 144A under the 1933 Act and has (1)  completed  either of the
forms of  certification  to that effect attached hereto as Annex 1 or Annex 2,
or (2) obtained the waiver of the Depositor  with respect to Annex 1 and Annex
2 pursuant  to Section  5.1(f) of the  Agreement.  The Buyer is aware that the
sale to it is being made in reliance on Rule 144A.  The Buyer is acquiring the
Rule 144A  Securities  for its own account or the accounts of other  qualified
institutional  buyers,  understands  that  such Rule  144A  Securities  may be
resold,  pledged or transferred only (i) 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 (ii)
pursuant to another exemption from registration under the 1933 Act.

         (f) The  Buyer is not  affiliated  with (i) the  Trustee  or (ii) any
Rating Agency that rated the Rule 144A Securities.

         (g) If  applicable,  the Buyer has  complied,  and will  continue  to
comply, with the guidelines  established by Thrift Bulletin 12 issued December
13, 1988, by the Office of Regulatory Activities of the Federal Home Loan Bank
System.

         [Required only in the case of a transfer of a Class IB-3, Class IB-4,
Class IB-5, Class IIB-3, Class IIB-4 or Class IIB-5 Certificate][3. The Buyer
warrants and represents to, and covenants with, the Seller, the Servicer, the
Certificate Registrar and the Depositor that (1) the Buyer is not an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), subject to the prohibited
transaction provisions of ERISA ("Plan"), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code")) subject to
Section 4975 of the Code (also a "Plan"), and the Buyer is not directly



                                      L-2

<PAGE>


or indirectly  purchasing the Rule 144A Securities on behalf of, as investment
manager of, as named fiduciary of, as trustee of, or with "plan assets" of any
Plan, or (2) the Buyer has provided the Seller, the Servicer,  the Certificate
Registrar  and  the  Depositor  with  an  Officer's  Certificate  signed  by a
Responsible  Officer  of the  Buyer  stating  that the  Buyer is an  insurance
company using assets of an "insurance  company  general  account"  (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60) to effect such  purchase and is eligible  for, and satisfies all of the
requirements  for  exemptive  relief  under  Sections I and III of PTCE 95-60,
which  Officer's  Certificate  shall not be an expense of the  Servicer or the
Depositor.]

         3. This document may be executed in one or more  counterparts  and by
the different parties hereto on separate counterparts,  each of which, when so
executed,  shall be deemed to be an  original;  such  counterparts,  together,
shall constitute one and the same document.



                                      L-3

<PAGE>



         IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.

________________________________                ________________________________
         Print Name of Seller                          Print Name of Seller

By________________________________:             By:_____________________________

  Name:                                            Name:
  Title:                                           Title:

Taxpayer Identification                         Taxpayer Identification
No.:________________________________            No.:____________________________

Date:_______________________                    Date:_______________________




                                      L-4

<PAGE>



                                                           Annex 1 to Exhibit L

           QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            [For Buyers Other Than Registered Investment Companies]

         The  undersigned  hereby  certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:

         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  ("Rule  144A")  because  (i) the Buyer  owned  and/or
invested on a discretionary  basis $ 2/ in securities (except for 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) 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.

         ___________  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.


___________

2/  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>




         ___________  Broker-Dealer. The Buyer is a dealer registered pursuant
                      to Section 15 of the Securities Exchange Act of 1934.

         ___________  Insurance Company. The Buyer is an insurance company whose
                      primary and predominant business activity is the writing
                      of insurance or the reinsuring of risks underwritten by
                      insurance companies and which is subject to supervision by
                      the insurance commissioner or a similar official or agency
                      of a State or 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 Section 3(3) of the Employee Retirement
                      Income Security Act of 1974, as amended ("ERISA") and is
                      subject to the fiduciary responsibility provisions of
                      ERISA.

         ___________  Investment  Adviser.  The Buyer is an investment adviser
                      registered under the Investment Advisers Act of 1940.

         ___________  SBIC. The 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.  The Buyer is a business
                      development  company as defined in Section 202(a)(22) of
                      the Investment Advisers Act of 1940.

         ___________  Trust Fund. The Buyer is a trust fund whose trustee is a
                      bank  or  trust  company  and  whose   participants  are
                      exclusively  (a) plans  established  and maintained by a
                      State,  its  political  subdivision,  or any  agency  or
                      instrumentality   of  the   State   or   its   political
                      subdivision,  for the benefit of its  employees,  or (b)
                      employee  benefit plans within the meaning of Title I of
                      the Employee Retirement Income Security Act of 1974, but
                      is  not a  trust  fund  that  includes  as  participants
                      individual retirement accounts or H.R. 10 plans.


         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) bank deposit notes and certificates of deposit,  (iv) loan
participations,  (v) repurchase agreements,  (vi) securities owned but subject
to a repurchase  agreement  and (vii)  currency,  interest  rate and commodity
swaps.


                                     L-1-2

<PAGE>



         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.  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.

         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.

     ______    ______
     Yes       No       Will the Buyer be purchasing  the Rule 144A  Securities
                        only for the Buyer's own account?

         6. If the answer to the foregoing  question is "no", the Buyer agrees
that, in connection  with any purchase of securities sold to the Buyer for the
account of a third party (including any separate  account) in reliance on Rule
144A,  the Buyer will only  purchase  for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition,  the Buyer agrees that the Buyer will not purchase securities for
a third party  unless the Buyer has obtained a current  representation  letter
from such third party or taken other  appropriate  steps  contemplated by Rule
144A to conclude that such third party  independently  meets the definition of
"qualified institutional buyer" set forth in Rule 144A.

         7.  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 Rule 144A
Securities  will constitute a reaffirmation  of this  certification  as of the
date of such purchase.

                                                    ___________________________
                                                        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 Buyers That Are Registered Investment Companies]

         The  undersigned  hereby  certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:

         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 ("Rule  144A")  because Buyer is a part of a Family of
Investment Companies (as defined below), is such an officer 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, 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.

         ____     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 in 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)  bank  deposit  notes  and
certificates   of  deposit,   (iii)  loan   participations,   (iv)  repurchase
agreements,  (v)  securities  owned but subject to a repurchase  agreement and
(vi) currency, interest rate and commodity swaps.



                                     L-2-1

<PAGE>



         5. The Buyer is familiar with Rule 144A and understands  that each of
the parties to which this  certification is made are relying and will continue
to rely on the  statements  made herein because one or more sales to the Buyer
will be reliance on Rule 144A.  In addition,  the Buyer will only purchase for
the Buyer's own account.

         6. The  undersigned  will  notify  each of the  parties to which this
certification  is made  of any  changes  in the  information  and  conclusions
herein.  Until such notice,  the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this  certification by the undersigned as of the
date of such purchase.

                                         ______________________________________
                                                   Print Name of Buyer

                                         By:___________________________________
                                            Name:
                                            Title:


                                         Date:_________________________________

                                         IF AN ADVISER


                                          ______________________________________
                                                   Print Name of Buyer

                                          By:__________________________________
                                              Name:
                                              Title:


                                          Date:_________________________________



(SEAL)



                                     L-2-2

<PAGE>



                                   EXHIBIT M

                                  [RESERVED]



                                      M-1




















<PAGE>



                                   EXHIBIT N

                                  [RESERVED]



















                                      N-1

<PAGE>



                                   EXHIBIT O

                                  [RESERVED]





















                                      O-1

<PAGE>



                                   EXHIBIT P

                     Targeted Principal Balance Table***/
                                                     ---

<TABLE>
<CAPTION>
                                                                                                 Aggregate
                                                                                                Class IVA-9
Distribution Date                                                                             and Class IVA-10
-----------------                                                                             ----------------
<S>                                                                                           <C>
Initial Balance.............................................................................. $22,500,000.00
January 25, 2002.............................................................................   22,250,165.02
February 25, 2002............................................................................   22,002,103.37
March 25, 2002...............................................................................   21,755,802.80
April 25, 2002...............................................................................   21,511,251.13
May 25, 2002.................................................................................   21,268,436.29
June 25, 2002................................................................................   21,027,346.26
July 25, 2002................................................................................   20,787,969.14
August 25, 2002..............................................................................   20,550,293.08
September 25, 2002...........................................................................   20,314,306.34
October 25, 2002.............................................................................   20,079,997.24
November 25, 2002............................................................................   19,847,354.19
December 25, 2002............................................................................   19,616,365.69
January 25, 2003.............................................................................   19,387,020.31
February 25, 2003............................................................................   19,159,306.69
March 25, 2003...............................................................................   18,933,213.57
April 25, 2003...............................................................................   18,708,729.75
May 25, 2003.................................................................................   18,485,844.13
June 25, 2003................................................................................   18,264,545.66
July 25, 2003................................................................................   18,044,823.39
August 25, 2003..............................................................................   17,826,666.43
September 25, 2003...........................................................................   17,610,063.97
October 25, 2003.............................................................................   17,395,005.29
November 25, 2003............................................................................   17,181,479.73
December 25, 2003............................................................................   16,969,476.70
January 25, 2004.............................................................................   16,758,985.69
February 25, 2004............................................................................   16,549,996.27
March 25, 2004...............................................................................   16,342,498.07
April 25, 2004...............................................................................   16,136,480.81
May 25, 2004.................................................................................   15,931,934.26
June 25, 2004................................................................................   15,728,848.28
July 25, 2004................................................................................   15,527,212.78
August 25, 2004..............................................................................   15,327,017.77
September 25, 2004...........................................................................   15,128,253.30
October 25, 2004.............................................................................   14,930,909.50
November 25, 2004............................................................................   14,734,976.59
December 25, 2004............................................................................ $14,540,444.81
</TABLE>

--------
***/                The  targeted  principal  balance  for  each  Class of TAC
                    Certificates  on each  distribution  date were  calculated
                    assuming that (i) the Loans have the  characteristics  set
                    forth in the  Modeling  Assumptions  described  under  the
                    heading "Prepayment and Yield considerations -- Prepayment
                    Speed Assumption and Modeling  Assumptions,"  and (ii) the
                    Loans are prepaid at a constant  prepayment rate of 8% per
                    annum.



                                      P-1

<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Aggregate
                                                                                                Class IVA-9
Distribution Date                                                                             and Class IVA-10
-----------------                                                                             ----------------
<S>                                                                                           <C>
January 25, 2005.............................................................................   $4,347,304.52
February 25, 2005............................................................................   14,155,546.12
March 25, 2005...............................................................................   13,965,160.07
April 25, 2005...............................................................................   13,776,136.92
May 25, 2005.................................................................................   13,588,467.27
June 25, 2005................................................................................   13,402,141.79
July 25, 2005................................................................................   13,217,151.21
August 25, 2005..............................................................................   13,033,486.33
September 25, 2005...........................................................................   12,851,138.02
October 25, 2005.............................................................................   12,670,097.20
November 25, 2005............................................................................   12,490,354.86
December 25, 2005............................................................................   12,311,902.06
January 25, 2006.............................................................................   12,134,729.91
February 25, 2006............................................................................   11,958,829.59
March 25, 2006...............................................................................   11,784,192.34
April 25, 2006...............................................................................   11,610,809.45
May 25, 2006.................................................................................   11,438,672.30
June 25, 2006................................................................................   11,267,772.30
July 25, 2006................................................................................   11,098,100.94
August 25, 2006..............................................................................   10,929,649.75
September 25, 2006...........................................................................   10,762,410.33
October 25, 2006.............................................................................   10,596,374.35
November 25, 2006............................................................................   10,431,533.52
December 25, 2006............................................................................   10,267,879.62
January 25, 2007.............................................................................   10,124,013.39
February 25, 2007............................................................................    9,981,297.20
March 25, 2007...............................................................................    9,839,723.07
April 25, 2007...............................................................................    9,699,283.09
May 25, 2007.................................................................................    9,559,969.43
June 25, 2007................................................................................    9,421,774.27
July 25, 2007................................................................................    9,284,689.88
August 25, 2007..............................................................................    9,148,708.56
September 25, 2007...........................................................................    9,013,822.70
October 25, 2007.............................................................................    8,880,024.70
November 25, 2007............................................................................    8,747,307.05
December 25, 2007............................................................................    8,615,662.26
January 25, 2008.............................................................................    8,489,021.32
February 25, 2008............................................................................    8,363,408.46
March 25, 2008...............................................................................    8,238,816.42
April 25, 2008...............................................................................    8,115,238.00
May 25, 2008.................................................................................    7,992,666.02
June 25, 2008................................................................................    7,871,093.40
July 25, 2008................................................................................    7,750,513.07
August 25, 2008..............................................................................    7,630,918.02
September 25, 2008...........................................................................    7,512,301.30
October 25, 2008.............................................................................    7,394,655.99
November 25, 2008............................................................................    7,227,975.25
December 25, 2008............................................................................    7,162,252.25
January 25, 2009.............................................................................   $7,054,968.09
</TABLE>





                                      P-2

<PAGE>



<TABLE>
<CAPTION>
                                                                                                 Aggregate
                                                                                                Class IVA-9
Distribution Date                                                                             and Class IVA-10
-----------------                                                                             ----------------
<S>                                                                                           <C>
February 25, 2009............................................................................   $6,948.553.76
March 25, 2009...............................................................................    6,843,002.90
April 25, 2009...............................................................................    6,738,309.19
May 25, 2009.................................................................................    6,634,466.39
June 25, 2009................................................................................    6,531,468.27
July 25, 2009................................................................................    6,429,308.65
August 25, 2009..............................................................................    6,327,981.41
September 25, 2009...........................................................................    6,227,480.45
October 25, 2009.............................................................................    6,127,799.74
November 25, 2009............................................................................    6,028,933.28
December 25, 2009............................................................................    5,930,875.10
January 25, 2010.............................................................................    5,840,608.65
February 25, 2010............................................................................    5,751,047.94
March 25, 2010...............................................................................    5,662,187.79
April 25, 2010...............................................................................    5,574,023.03
May 25, 2010.................................................................................    5,486,548.54
June 25, 2010................................................................................    5,399,759.23
July 25, 2010................................................................................    5,313,650.05
August 25, 2010..............................................................................    5,228,216.00
September 25, 2010...........................................................................    5,143,452.10
October 25, 2010.............................................................................    5,059,353.40
November 25, 2010............................................................................    4,975,915.01
December 25, 2010............................................................................    4,893,132.05
January 25, 2011.............................................................................    4,817,404.42
February 25, 2011............................................................................    4,742,219.74
March 25, 2011...............................................................................    4,667,574.23
April 25, 2011...............................................................................    4,593,464.13
May 25, 2011.................................................................................    4,519,885.73
June 25, 2011................................................................................    4,446,835.31
July 25, 2011................................................................................    4,374,309.19
August 25, 2011..............................................................................    4,302,303.72
September 25, 2011...........................................................................    4,230,815.28
October 25, 2011.............................................................................    4,159,840.27
November 25, 2011............................................................................    4,089,375.09
December 25, 2011............................................................................    4,019,416.21
January 25, 2012.............................................................................    3,949,960.09
February 25, 2012............................................................................    3,881,003.24
March 25, 2012...............................................................................    3,812,542.17
April 25, 2012...............................................................................    3,744,573.42
May 25, 2012.................................................................................    3,677,093.57
June 25, 2012................................................................................    3,610,099.21
July 25, 2012................................................................................    3,543,586.95
August 25, 2012..............................................................................    3,477,553.43
September 25, 2012...........................................................................    3,411,995.33
October 25, 2012.............................................................................    3,346,909.32
November 25, 2012............................................................................    3,282,292.11
December 25, 2012............................................................................    3,218,140.43
January 25, 2013.............................................................................    3,154,451.05
February 25, 2013............................................................................    3,091,220.73
March 25, 2013...............................................................................    3,028,446.28
April 25, 2013...............................................................................   $2,966,124.51
</TABLE>

                                      P-3

<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Aggregate
                                                                                                Class IVA-9
Distribution Date                                                                             and Class IVA-10
-----------------                                                                             ----------------
<S>                                                                                              <C>
May 25, 2013.................................................................................    $2,904,252.28
June 25, 2013................................................................................     2,842,826.45
July 25, 2013................................................................................     2,781,843.89
August 25, 2013..............................................................................     2,721,301.54
September 25, 2013...........................................................................     2,661,196.30
October 25, 2013.............................................................................     2,601,525.14
November 25, 2013............................................................................     2,542,285.03
December 25, 2013............................................................................     2,483,472.96
January 25, 2014.............................................................................     2,425,085.95
February 25, 2014............................................................................     2,367,121.02
March 25, 2014...............................................................................     2,309,575.25
April 25, 2014...............................................................................     2,252,445.70
May 25, 2014.................................................................................     2,195,729.47
June 25, 2014................................................................................     2,139,423.67
July 25, 2014................................................................................     2,083,525.45
August 25, 2014..............................................................................     2,028,031.96
September 25, 2014...........................................................................     1,972,940.37
October 25, 2014.............................................................................     1,918,247.89
November 25, 2014............................................................................     1,863,951.72
December 25, 2014............................................................................     1,810,049.11
January 25, 2015.............................................................................     1,756,537.29
February 25, 2015............................................................................     1,703,413.56
March 25, 2015...............................................................................     1,650,675.20
April 25, 2015...............................................................................     1,598,319.52
May 25, 2015.................................................................................     1,546,343.84
June 25, 2015................................................................................     1,494,745.52
July 25, 2015................................................................................     1,443,521.93
August 25, 2015..............................................................................     1,392,670.44
September 25, 2015...........................................................................     1,339,889.31
October 25, 2015.............................................................................     1,261,354.28
November 25, 2015............................................................................     1,183,029.68
December 25, 2015............................................................................     1,104,912.12
January 25, 2016.............................................................................     1,026,998.25
February 25, 2016............................................................................       949,284.71
March 25, 2016...............................................................................       871,768.17
April 25, 2016...............................................................................       794,445.29
May 25, 2016.................................................................................       717,312.76
June 25, 2016................................................................................       640,367.29
July 25, 2016................................................................................       563,605.58
August 25, 2016..............................................................................       487,024.36
September 25, 2016...........................................................................       410,620.36
October 25, 2016.............................................................................       334,390.32
November 25, 2016............................................................................       258,331.02
December 25, 2016............................................................................       182,439.21
January 25, 2017.............................................................................       106,711.68
February 25, 2017............................................................................        31,145.22
March 25, 2017...............................................................................     $       0.00
</TABLE>




                                      P-4

<PAGE>



                                   EXHIBIT Q

                                BLOOMBERG DATA

Loan Number
Property Type
Owner Occupied
Loan Purpose
Loan Type
Loan Group
Current Interest Rate
Original Balance
Current Balance
First Payment Date
Maturity Date
Current PNI
Servicing Fee
Loan Term
Foreclosure/REO
Loan to Value Ratio
State Code
Interest Paid to Date
Zip Code
PIF Data
Amortized Remaining Term



                                      Q-5

<PAGE>



                                   EXHIBIT R

                      FORM OF SPECIAL SERVICING AGREEMENT

         This  SPECIAL  SERVICING  AGREEMENT  (the  "Agreement")  is made  and
entered into as of ____________ 1, 20__,  between  _______________,  as seller
and master servicer (the "Company"), _______________, as holder of the Class B
Certificates   identified   on   Schedule  I  (the   "Class  B  Holder")   and
_______________,  [an  affiliate  of the Class B Holder,] as special  servicer
(the "Special Servicer").

                             PRELIMINARY STATEMENT

         WHEREAS, the Class B Holder is the holder of at least 75% of each the
classes of Mortgage  Pass-Through  Certificates (each a "Class B Certificate")
of the series of issuances (each a "Series") issued by the Company  identified
on Schedule I attached  hereto (such Schedule I, as may be modified or amended
to  reflect  (i) the  purchase  from  time to time by the  Class B  Holder  of
interests in any class of Class B Certificates of a Series such that the Class
B Holder owns not less than 75% of the then outstanding  Certificate Principal
Balance  of such Class B  Certificates  and (ii) the sale from time to time of
the Class B Holder of  interests  in any  class of Class B  Certificates  of a
Series such that the Class B Holder owns less than 75% of the then outstanding
Certificate Principal Balance of such Class B Certificates, the "Schedule I").

         WHEREAS,  each of the Class B Certificates  was issued by the Company
pursuant to the Pooling and Servicing Agreement or Agreements (each a "Pooling
and Servicing Agreement")  identified on Schedule I and evidences an ownership
interest in a pool of Mortgage Loans.

         WHEREAS,  the Company is the Master  Servicer of the  Mortgage  Loans
related to each Series and the Mortgage Loans are serviced in accordance  with
the applicable  Pooling and Servicing  Agreement [and the Company's  [Servicer
Guide] (the "Servicer Guide")].

         WHEREAS,  in  connection  with the  purchase  by Class B Holder  of a
Series  of Class B  Certificates  (whether  owned by the Class B Holder on the
date hereof or purchased by the Class B Holder at any time in the future), the
Class B Holder and the Company have agreed that (i) the Class B Holder,  if it
owns 75% of the most subordinate  outstanding class of Class B Certificates of
a Series  (calculated by dividing the then outstanding  Certificate  Principal
Balance  of such  Class B  Certificates  by the then  outstanding  Certificate
Principal  Balance of all  certificates  of the same  class) may elect to have
certain  Mortgage  Loans with respect to the related  Series that become 90 or
more days delinquent  (each such Mortgage Loan, a "Delinquent  Mortgage Loan")
serviced  by the Special  Servicer  (each such  Delinquent  Mortgage  Loan,  a
"Specially  Serviced  Mortgage  Loan"),  and (ii) with  respect to  Delinquent
Mortgage Loans other than Specially  Serviced Mortgage Loans, the Company will
provide to the Class B Holder such  information  as is generated  [pursuant to
the terms of the Servicer Guide] by the Company or a subservicer  with respect
to such Delinquent Loan.

         NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter  set  forth,  the  Company,  the  Class B Holder  and the  Special
Servicer hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

       Section 1.01      Definitions Incorporated by Reference.
                         -------------------------------------



       Capitalized terms used but not otherwise defined in this Agreement shall
have the respective meaning ascribed thereto as set forth in the related Pooling
and Servicing Agreement [or the Servicer Guide, as the context may require].



                                      R-1
<PAGE>



                                  ARTICLE II

         DESIGNATION OF SPECIALLY SERVICED MORTGAGE LOANS AND SPECIAL
                             SERVICING PROCEDURES

         Section 2.01  [Approval of  _______________  as an Approved  Servicer
under the Servicer Guide.

         The Company hereby approves  _______________  as an approved servicer
for all purposes under the terms of the Servicer Guide.]

       Section 2.02      Specially Serviced Mortgage Loans.
                         ---------------------------------

         To the extent and for so long as the Class B Certificates of a Series
are  outstanding  and  the  Class  B  Holder  owns at  least  75% of the  most
subordinate  outstanding  class of the  Class B  Certificates  of such  Series
(calculated by dividing the then outstanding  Certificate Principal Balance of
such  Class B  Certificates  by the  then  outstanding  Certificate  Principal
Balance of all certificates of the same class),  Delinquent  Mortgage Loans of
the related Series may, at the option of the Class B Holder,  be designated in
writing  by the  Class B Holder  as  Specially  Serviced  Mortgage  Loans  and
transferred to the Special Servicer for servicing.  The Special Servicer shall
service the Specially  Serviced Mortgage Loans in accordance with the terms of
the related Pooling and Servicing Agreement [and the Servicer Guide].

         Following  the  designation  of  a  Delinquent  Mortgage  Loan  as  a
Specially  Serviced  Loan,  the  Company  shall  transfer  servicing  of  such
Delinquent  Mortgage Loan to the Special Servicer  substantially in the manner
set forth herein and in Schedule II hereto. [The parties hereto agree that any
fees  resulting  from the transfer of the  servicing of a Delinquent  Mortgage
Loan  from the  Company  or a  subservicer  to the  Special  Servicer  (or any
successor thereto) shall be the obligation of the Company.]

         As of the  Effective  Date  (as  defined  below)  of  each  Specially
Serviced  Mortgage Loan,  the Special  Servicer shall succeed to and undertake
all rights,  duties and obligations of the prior servicer (including,  without
limitation,  the making of  advances,  any right to  purchase  such  Specially
Serviced  Mortgage Loan at the purchase price set forth in the related Pooling
and  Servicing  Agreement  and the right to  receive  the  servicing  fee with
respect  to  such  Specially  Serviced  Mortgage  Loan)  pursuant  to  and  in
accordance with the terms of the related Pooling and Servicing  Agreement [and
the terms and conditions of the Servicer Guide].

         With respect to each Specially  Serviced Mortgage Loan, the effective
date (the  "Effective  Date") shall be the first day of the month  immediately
following the month of designation of such Specially Serviced Mortgage Loan as
such,  provided that such written designation is received by the Company on or
prior to the 15th calendar day of such month.

         Once a Delinquent Mortgage Loan becomes a Specially Serviced Mortgage
Loan, such Delinquent Mortgage Loan shall remain a Specially Serviced Mortgage
Loan,  and shall  continue to be serviced by the Special  Servicer,  until the
earlier of the  liquidation or other  disposition  of such Specially  Serviced
Mortgage Loan or the termination of this Agreement,  regardless of delinquency
status,  whether the related  Mortgaged  Property  becomes an REO  Property or
otherwise;  provided,  however,  that if the  Company  exercises  its right as
Master Servicer to purchase all of the Mortgage Loans in a Trust Fund pursuant
to an optional  termination  provision under the related Pooling and Servicing
Agreement, the servicing of any related Specially Serviced Mortgage Loans with
respect to which  foreclosure  proceedings  have not been  commenced  shall be
transferred  promptly  by the  Special  Servicer in  accordance  with  written
instructions  from the  Company.

         If the Class B Holder (i) transfers such  percentage  interest in any
Class B  Certificates  of a Series such that the Class B Holder owns less than
75% of the then outstanding  Certificate  Principal  Balance of such class, or
(ii)  purchases  such  percentage  interest in any Class B  Certificates  of a
Series such that the Class B Holder  owns 75% or more of the then  outstanding
Certificate Principal Balance of such class, the Class B Holder shall promptly
notify the Company and the Special Servicer in writing of any such transfer or
acquisition.  Upon  receipt of  written  notice  from the Class B



                                      R-2

<PAGE>


Holder,  the Company or the Class B Holder shall  revise  Schedule I hereto to
reflect any such transfer or acquisition and shall forward  promptly a copy of
such revised schedule to the Company or the Class B Holder, as applicable, and
the  Special  Servicer.  With  respect to the  purchase of at least 75% of the
Class B  Certificates  of any  Series  by the  Class B Holder  after  the date
hereof,  this Agreement  shall be effective as of the date such written notice
of acquisition is received by the Company.

         If and to the extent the Company is permitted to purchase  Delinquent
Mortgage Loans under the related Pooling and Servicing Agreement,  the Class B
Holder may direct the Company to purchase any Specially Serviced Mortgage Loan
and to promptly  resell such  Mortgage Loan to the Class B Holder at the price
and on the terms set forth in such  Pooling and  Servicing  Agreement.  In the
event the Class B Holder directs the Company to purchase a Specially  Serviced
Mortgage Loan as permitted under this Section, the Company shall promptly take
all action  necessary  under the terms of the related  Pooling  and  Servicing
Agreement in order to accomplish such purchase (i.e.  provide  notification to
the Trustee and/or  Custodian) and to resell such Specially  Serviced Mortgage
Loan to the Class B Holder. The Class B Holder, and not the Company,  shall be
required to remit the purchase price for such Specially Serviced Mortgage Loan
to the related Trustee.  The Company will inform the Trustee in writing of the
purchase of such  Specially  Serviced  Mortgage Loan by the Class B Holder and
further shall  promptly take all actions  necessary or desirable to effect the
conveyance of such Mortgage Loan and the related servicing rights to the Class
B Holder or its designee, time being of the essence.

         Notwithstanding  any provision  herein to the  contrary,  the Special
Servicer  shall (i) in no event be  obligated  to effect any cure or remedy in
connection with a deficiency in the documentation  for any Specially  Serviced
Mortgage Loan to the extent such deficiency  existed at the time such Mortgage
Loan became a Specially Serviced Mortgage Loan or (ii) have any responsibility
for any obligations, duties, or liabilities of the Company with respect to the
servicing  of a  Specially  Serviced  Mortgage  Loan that  arose  prior to the
related  Effective Date for such Specially  Serviced Mortgage Loan, other than
those which would customarily be assumed after the Effective Date.

       Section 2.03      Termination of Special Servicer for Default.
                         -------------------------------------------

         The Company shall have the right, immediately upon written notice, to
terminate the Special Servicer's right and obligation to subservice all of the
Specially  Serviced Mortgage Loans hereunder in the event (each such event, an
"Event of Default") of:

         (i) any failure by the  Special  Servicer to remit to the Company for
distribution  to the  Certificateholders  of a Series any  payment  (including
without  limitation,  any failure to make any required Advance) required to be
made under the terms of this  Agreement or the related  Pooling and  Servicing
Agreement  which  continues  unremedied for a period of one day after the date
upon which written notice of such failure,  requiring the same to be remedied,
shall have been given to the Special Servicer by the Company; or

         (ii) any failure on the part of the Special  Servicer duly to observe
or perform in any material respect any other of the covenants or agreements on
the part of the Special  Sub-Servicer  contained in this Agreement  (including
any breach of the Special Servicer's  representations and warranties contained
in Section 4.03 hereof,  which materially and adversely  affects the interests
of the Certificateholders of a Series) which continues unremedied for a period
of 30 days after the date on which written  notice of such failure,  requiring
the same to be remedied,  shall have been given to the Special Servicer by the
Company; or

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




                                      R-3

<PAGE>


         (iv) the  Special  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
the Special  Servicer or of or  relating  to all or  substantially  all of its
property; or

         (v) the Special  Servicer shall admit in writing its inability to pay
its debts  generally as they become due, file a petition to take  advantage of
or otherwise  voluntarily  commence a case or proceeding  under any applicable
bankruptcy,  insolvency,  reorganization  or other  similar  statute,  make an
assignment for the benefit of its creditors, or voluntarily suspend payment of
its obligations.

         If an Event of Default shall occur,  then, and in each and every such
case,  upon receipt of written notice from the Company,  the Special  Servicer
shall immediately remit to the Company all amounts in the Collection  Accounts
and the Escrow Accounts and all rights of the Special  Servicer to service the
Specially  Serviced  Mortgage Loans shall terminate.  Following the receipt of
written notice from the Company as provided above,  all authority and power of
the Special  Sub-Servicer  to subservice all the Specially  Serviced  Mortgage
Loans  shall pass to and be vested in the  Company  pursuant to and under this
Section 2.03, and the Special Servicer shall do all things necessary to effect
a transfer of the servicing  rights back to the Company.  In this regard,  the
Company is hereby  authorized and empowered to execute and deliver,  on behalf
of the  Special  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 affected  Specially  Serviced  Mortgage  Loans and related  documents,  or
otherwise.  The  Special  Servicer  agrees to  cooperate  with the  Company in
implementing the termination of the Special  Servicer's  responsibilities  and
rights hereunder,  including,  without limitation, the transfer to the Company
or  its  appointed  agent  for  administration  by it of  all  amounts  in the
possession  of the Special  Servicer or thereafter be received with respect to
the  Specially  Serviced  Mortgage  Loans and the  transfer of the]  servicing
rights back to the Company.

       Section 2.04      Appointment of Successor Special Servicer.
                         -----------------------------------------

         The Class B Holder shall have the right,  upon 90 days prior  written
notice to the  Company and the Special  Servicer  appoint a successor  special
servicer having the  characteristics  set forth in clauses (i), (ii) and (iii)
below,  and  which  shall  succeed  to  all  rights  and  assume  all  of  the
responsibilities,  duties and  liabilities of the Special  Servicer under this
Agreement  simultaneously  with  the  termination  of the  Special  Servicer's
responsibilities,  duties and liabilities  under this Agreement.  In the event
that the Special  Servicer's  duties,  responsibilities  and liabilities under
this Agreement  should be terminated  pursuant to the  foregoing,  the Special
Servicer shall  discharge such duties and  responsibilities  during the period
from the date it acquires  knowledge of such  termination  until the effective
date  thereof  with the same  degree of  diligence  and  prudence  which it is
obligated  to  exercise  under  this  Agreement,  and  shall  take  no  action
whatsoever that might impair or prejudice the rights or financial condition of
its successor.  The removal of the Special Servicer shall not become effective
until a successor shall be appointed  pursuant to this Section and shall in no
event relieve the Special Servicer of the  representations and warranties made
pursuant  to Section  4.03 and the  remedies  available  to the Class B Holder
and/or the Company  under  Sections  4.04 and 5.01,  it being  understood  and
agreed that the  provisions of such Sections 4.04 and 5.01 shall be applicable
to the Special  Servicer  notwithstanding  any such  termination of it, or the
termination of this Agreement.

       Any successor special servicer shall (i) [be an institution having a net
worth of not less than $1,000,000][meet the eligibility requirements of an
approved servicer under the Company's Servicer Guide], (ii) the appointment of
such successor servicer will not result in the downgrading in any rating by any
applicable rating agency of any security issued in connection with the
applicable Pooling and Servicing Agreements, and (iii) have and keep in full
effect its existence, rights and franchises as a corporation (or such other
corporate form), and shall obtain its qualification to do business as a foreign
corporation (or such other corporate form) 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 Specially Serviced Mortgage Loans
and to perform its duties under this Agreement. Any successor appointed as
provided herein shall execute, acknowledge and deliver to the Class B Holder and
the Company an instrument accepting such appointment, wherein the successor
shall make the representations and warranties set forth in Section 4.03,
whereupon such successor shall become fully




                                      R-4

<PAGE>



vested with all the rights, powers, duties, responsibilities,  obligations and
liabilities of the Special  Servicer,  with like effect as if originally named
as a party to this Agreement.

         Within 30 days of the appointment of a successor  special servicer by
the Class B Holder, the Special Servicer shall prepare, execute and deliver to
the successor  entity any and all documents  and other  instruments,  place in
such  successor's  possession  all  servicing  files  related to the Specially
Serviced  Mortgage Loans,  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  of the related
Mortgage Notes and other  documents,  and the Class B Holder shall do or cause
to be done the  preparation  and  recordation  of  Assignments of Mortgage and
Deeds at the Class B Holder's sole expense].

         The Special Servicer shall cooperate with the Class B Holder and such
successor   in   effecting   the   termination   of  the  Special   Servicer's
responsibilities   and  rights   hereunder   and  the  transfer  of  servicing
responsibilities   to  the  successor  special  servicer,   including  without
limitation,  the transfer to such successor of all amounts received by it with
respect  to the  Specially  Serviced  Mortgage  Loans.  Further,  the  Special
Servicer shall execute and deliver such  instruments  and do such other things
as may  reasonably  be  required  to more fully and  definitively  vest in the
successor all such rights, powers, duties,  responsibilities,  obligations and
liabilities of the Special Servicer.

                                  ARTICLE III

            DELINQUENT MORTGAGE LOANS OTHER THAN SPECIALLY SERVICED
                                MORTGAGE LOANS

       Section 3.01      Reporting of Delinquent Mortgage Loans.
                         --------------------------------------

         (a) To the  extent and for so long as the Class B  Certificates  of a
Series are  outstanding  and any interest in such Class B Certificates is held
by the Class B Holder,  the Company,  as Master Servicer of the Mortgage Loans
related  to each  Series,  hereby  agrees to provide to the Class B Holder the
following notices and reports:

         Within  three (3)  Business  Days  after each  Distribution  Date (or
included in or with the monthly statements to  Certificateholders  pursuant to
the related Pooling and Servicing Agreement), the Company shall provide to the
Class B Holder a report, in tape format, containing the following information:

(1)    With respect to each Series, the number and aggregate Principal Balance
       of the  Mortgage  Loans  delinquent  one, two and three months or more,
       together with the Principal  Balance of each Mortgage Loan  delinquent,
       one, two and three months or more;

(2)    With respect to each  Series,  the (i) number and  aggregate  Principal
       Balance of Mortgage Loans with respect to which foreclosure proceedings
       have been  initiated,  and (ii) the number and aggregate  book value of
       Mortgaged  Properties  acquired  through  foreclosure,  deed in lieu of
       foreclosure  or other  exercise  of  rights  respecting  the  Trustee's
       security  interest  in the  Mortgage  Loans,  and with  respect to each
       Mortgage  Loan,  the (i)  Principal  Balance of each such Mortgage Loan
       with respect to which foreclosure proceedings have been initiated,  and
       (ii)  the  book  value  of each  Mortgaged  Property  acquired  through
       foreclosure,  deed in lieu of  foreclosure  or other exercise of rights
       respecting  the  Trustee's  security  interest in the related  Mortgage
       Loan; and

(3)    With respect to each Series, the amount of Realized Losses allocable to
       the  Certificates on the related  Distribution  Date and the cumulative
       amount of Realized  Losses  allocated  to such  Certificates  since the
       Cut-off  Date,  and with respect to each Mortgage  Loan,  the amount of
       Realized  Losses  attributable  to such  Mortgage  Loan on the  related
       Distribution   Date  and  the  cumulative  amount  of  Realized  Losses
       attributable to such Mortgage Loan since the Cut-off Date.




                                      R-5

<PAGE>



In addition, the Company, as Master Servicer of the Mortgage Loans, shall send,
or shall cause the related servicer to send, to the Class B Holder all other
written reports, documentation, instruments, certificates and correspondences
provided by a servicer under the terms of the Servicer Guide with respect to any
Mortgage Loan that becomes sixty (60) days or more delinquent.

         (b) If  requested by the Class B Holder,  the Company  shall make its
servicing personnel available to respond to reasonable inquiries,  by phone or
in writing by  facsimile,  electronic,  or  overnight  mail  transmission,  in
connection  with any  Mortgage  Loan  identified  in any  report  or  document
provided pursuant to clause (a) above;  provided,  that the Company shall only
be  required  to provide  information  that is  reasonably  accessible  to its
servicing personnel (or its subservicers).

         (c) In addition to the information described above, the Company shall
provide  to the Class B Holder  such  information  as the  Class B Holder  may
reasonably request; provided,  however, that the Mortgage Loans are Delinquent
Mortgage Loans or the Mortgaged Property has been foreclosed upon. The Class B
Holder will  reimburse the Company for any reasonable  out-of-pocket  expenses
incurred by it in providing such information.

       Section 3.02      Servicing of Delinquent Mortgage Loans.
                         --------------------------------------

         (a) Prior to the  Commencement  of  Foreclosure of any Mortgage Loan,
the Company shall provide, or cause the related servicer to provide, the Class
B Holder with a notice  (sent by  telecopier)  of such  proposed  and imminent
foreclosure,  stating the loan number and the  aggregate  amount due under the
Mortgage Note.

         For purposes of this Agreement,  "Commencement of Foreclosure"  shall
mean the first official  action  required under local law in order to commence
foreclosure proceedings or to schedule a trustee's sale under a deed of trust,
including  (i) in the case of a  mortgage,  any  filing or  service of process
necessary to commence an action to foreclosure,  or (ii) in the case of a deed
of trust, posting, the publishing, filing or delivery of a notice of sale, but
not  including  in either case (x) any notice of default,  notice of intent to
foreclose or sell or any other action prerequisite to the actions specified in
(i) or (ii)  above,  (y)  the  acceptance  of a  deed-in-lieu  of  foreclosure
(whether in  connection  with a sale of the related  property or otherwise) or
(z) initiation and completion of a short pay-off.

         (b) In connection  with any Delinquent  Mortgage Loan with respect to
which a notice  under  clause  (a)  above  has been  delivered  to the Class B
Holder, the Class B Holder shall provide the Company with written direction as
to the  action to be taken  with  respect to such  Delinquent  Mortgage  Loan,
including,  without  limitation,  to  proceed  with  foreclosure,  to accept a
deed-in-lieu of foreclosure, to consent to a pre-foreclosure sale of Mortgaged
Property at a loss,  or, if permitted  under the terms of the related  Pooling
and Servicing  Agreement,  to purchase Delinquent Mortgage Loans. Such written
direction  must be  received by the Company  within two (2)  Business  Days of
transmission  of the notice  provided by the Company  under  clause (a) above.
Such two (2)  Business  Day period  shall be  extended  for no longer  than an
additional three (3) Business Days after the receipt of additional information
requested if the Class B Holder  requests  additional  information  related to
such Delinquent Mortgage Loan; provided,  however that the Class B Holder will
have at least one Business Day to provide  written  direction after receipt of
any requested additional information. Any such additional information shall be
provided  only to the extent it is  obtainable  by the Company  from  existing
reports,  certificates or statements or otherwise be reasonably  accessible to
its servicing  personnel  (or  subservicing  personnel).  The Company shall as
promptly as  practicable  carry out, or cause the  relevant  servicer to carry
out, the  instruction  of the Class B Holder in the manner  prescribed in such
written direction. The Class B Holder agrees that it has no right to negotiate
directly with the Mortgagor during such period.

         In the  event  the  Class B  Holder  fails  to  provide  any  written
direction as provided above,  the Company may take any such action as would be
consistent  with  customary  servicing  practices  of  prudent  mortgage  loan
servicers and the Company's normal policies and practice.





                                      R-6

<PAGE>






         (c) With  respect  to any  Delinquent  Mortgage  Loan for  which  the
Company has not  provided a notice as  contemplated  in clause (a) above,  the
Class B Holder may, at any time, provide the Company with written direction as
to the  action to be taken  with  respect to such  Delinquent  Mortgage  Loan,
including,  without limitation, to commence foreclosure proceedings, to accept
a deed-in-lieu of foreclosure, to consent to a sale of Mortgaged Property at a
loss,  or, if permitted  under the terms of the related  Pooling and Servicing
Agreement, to purchase Delinquent Mortgage Loans. To the extent such action is
not inconsistent with the terms of the related Pooling and Servicing Agreement
or the Company's duties  thereunder as master  servicer,  the Company shall as
promptly as  practicable  carry out, or cause the  relevant  servicer to carry
out, the  instruction  of the Class B Holder in the manner  prescribed in such
written direction.

         (d) Any  foreclosure  of a  Delinquent  Mortgage  Loan  that has been
initiated in accordance  with clauses (b) or (c) above may be  discontinued if
(i) the  Mortgage  Loan  has  been  brought  current  or if a  refinancing  or
prepayment  occurs with respect to the Mortgage Loan  (including by means of a
short payoff  approved by the Class B Holder),  (ii) the Company has agreed to
the terms of a forbearance  agreement with the Mortgagor and such  forbearance
agreement  has been  approved  by the Class B  Holder,  or (iii) if and to the
extent  permitted under the related Pooling and Servicing  Agreement,  Class B
Holder  directs the Company to purchase such  Delinquent  Mortgage Loan at the
price  and on the  terms  set  forth  in the  related  Pooling  and  Servicing
Agreement.

         (e) In the event the Class B Holder directs the Company to purchase a
Delinquent  Mortgage Loan as permitted  under  Sections 2.02 and 3.02 (b), (c)
and (d), the Class B Holder may direct the Company to purchase any  Delinquent
Mortgage Loan and to promptly  resell such Mortgage Loan to the Class B Holder
at the  price  and on the  terms  set  forth  in the  applicable  Pooling  and
Servicing  Agreement.  In the event the Class B Holder  directs the Company to
purchase a Delinquent  Mortgage  Loan as  permitted  under this  Section,  the
Company  shall  promptly  take all  action  necessary  under  the terms of the
related  Pooling and Servicing  Agreement in order to accomplish such purchase
(i.e. provide notification to the Trustee and/or Custodian) and to resell such
Delinquent  Mortgage Loan to the Class B Holder.  The Class B Holder,  and not
the Company, shall be required to remit the purchase price for such Delinquent
Mortgage Loan to the related  Trustee.  The Company will inform the Trustee in
writing of the purchase of such Delinquent Mortgage Loan by the Class B Holder
and further shall  promptly take all actions  necessary or desirable to effect
the conveyance of such Mortgage Loan and the related  servicing  rights to the
Class B Holder or its designee, time being of the essence. [The parties hereto
agree that,  in  connection  with a purchase of a Delinquent  Mortgage Loan as
provided above,  any fees resulting from the transfer of the servicing of such
purchased  Delinquent  Mortgage  Loan from the Company or a  subservicer  to a
servicer  designated  by the  Class B Holder  shall be the  obligation  of the
Company.]

       Section 3.03      Review of the Company's Procedures.
                         ----------------------------------

         The  Company  and the Class B Holder  hereby  agree  that the Class B
Holder  shall have the right,  at its own expense and during  normal  business
hours, to review any and all of the books,  records,  or other  information of
the Company which may be relevant to the  Company's  direct  collection,  loss
mitigation  foreclosure  and REO management  procedures  currently in place in
order to confirm that the procedures used by the Company and its  subservicers
are in accordance with the customary  servicing  practices of prudent mortgage
loan servicers.  In order to discuss such books, records or other information,
the Company shall make personnel  available who are  knowledgeable  about such
matters.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

         Section 4.01 Organizational and Other Related Warranties of the Class
B Holder.  The Class B Holder hereby makes the following  representations  and
warranties to the Company and the Special Servicer:

         (i) Organization  and Good Standing.  The Class B Holder is an entity
duly organized,  validly existing,  and in good standing under the laws of its
state of incorporation or formation or the laws of the United States.





                                      R-7

<PAGE>



         (ii) No Violation.  Neither the execution and delivery by the Class B
Holder of this  Agreement,  nor the  consummation by the Class B Holder of the
transactions contemplated hereby, nor the performance of and compliance by the
Class B Holder with the  provisions of this  Agreement,  will conflict with or
result  in a breach or  violation  of, or  constitute  a default  (or an event
which,  with notice or the lapse of time, or both, would constitute a default)
under, the organizational  documents (its articles of incorporation or charter
or by-laws) of the Class B Holder,  or any of the provisions of any law, rule,
regulation,  judgment,  decree,  demand,  or order (of any federal,  state, or
local  governmental  or regulatory  authority or court) binding on the Class B
Holder, or any of its respective  properties,  or any of the provisions of any
indenture,  mortgage,  contract,  instrument,  or other  document to which the
Class B Holder is a party or by which it is bound,  or result in the  creation
or imposition of any lien, charge, or encumbrance upon any of their respective
properties  pursuant  to the  terms  of  any  indenture,  mortgage,  contract,
instrument,  or  other  document.  The  Class B  Holder  is not  otherwise  in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal,  state or local  governmental or regulatory  authority or court),
which violation,  in the Class B Holder's, good faith and reasonable judgment,
is likely to affect  materially  and  adversely  its  ability to  perform  its
obligations hereunder.

         (iii) Authorization and Enforceability. The execution and delivery by
the Class B Holder of this Agreement,  the  consummation  of the  transactions
contemplated  hereby, and the performance and compliance by the Class B Holder
with the terms  hereof are  within the powers of the Class B Holder,  and have
been  duly  authorized  by all  necessary  action  on the part of the  Class B
Holder. All organizational  resolutions and consents necessary for the Class B
Holder to enter into and consummate all transactions  contemplated hereby have
been  obtained.  This  Agreement  has been duly  executed and delivered by the
Class B Holder and constitutes the legal,  valid and binding obligation of the
Class B Holder,  enforceable against it in accordance with its terms,  subject
to applicable bankruptcy,  insolvency,  reorganization,  moratorium, and other
similar laws affecting creditors' rights generally,  and to general principles
of  equity,  regardless  of  whether  such  enforcement  is  considered  in  a
proceeding  in equity or at law.  The Class B Holder  has not failed to obtain
any  consent,  approval,  authorization,  or order  of, or failed to cause any
registration or qualification with, any court or regulatory authority or other
governmental  body  having  jurisdiction  over it,  which  consent,  approval,
authorization,  order, registration, or qualification is required for, and the
absence  of which  would  materially  adversely  affect,  the  legal and valid
execution, delivery, and performance of this Agreement by the Class B Holder.

         (iv) No  Litigation or Adverse  Conditions.  No litigation is pending
or, to the best of the Class B  Holder's  knowledge,  threatened  against  it,
which, if determined  adversely to the Class B Holder would prohibit the Class
B  Holder  from  entering  into  this  Agreement  or,  in the good  faith  and
reasonable  judgment  of the Class B  Holder,  is  likely  to  materially  and
adversely  affect  either the  ability  of the Class B Holder to  perform  its
obligations hereunder.

         Section  4.02  Organizational  and Other  Related  Warranties  of the
Company. The Company hereby makes the following representations and warranties
to the Class B Holder and the Special Servicer:

         (i)  Organization  and Good  Standing.  The Company is an entity duly
organized,  validly existing, and in good standing under the laws of its state
of  incorporation  or  formation or the laws of the United  States,  and is in
compliance with the laws of each state in which any property is located to the
extent  necessary to ensure the  enforceability  of each  Mortgage Loan and to
perform its obligations hereunder and the Pooling and Servicing Agreement.

         (ii) No  Violation.  Neither the  execution  and delivery by Company of
this  Agreement,  nor the  consummation by it of the  transactions  contemplated
hereby, nor the performance of and compliance by the Company with the provisions
hereof or of the Pooling and Servicing  Agreement,  will conflict with or result
in a breach or violation  of, or  constitute a default (or an event which,  with
notice or the lapse of time, or both,  would  constitute a default)  under,  the
organizational  documents (its articles of  incorporation or charter or by-laws)
of the Company, or any of the provisions of any law, rule, regulation, judgment,
decree,  demand,  or order (of any  federal,  state,  or local  governmental  or
regulatory authority or court) binding on the Company, or any of its properties,
or any of the provisions of any indenture,  mortgage,  contract,  instrument, or
other  document  (including,  without  limitation,  any  Pooling  and  Servicing
Agreement) to which the Company is a party or by which it is bound, or result in
the creation or imposition of any lien, charge, or encumbrance



                                       R-8

<PAGE>



upon  any  of  their  respective  properties  pursuant  to  the  terms  of any
indenture,  mortgage, contract,  instrument, or other document. The Company is
not otherwise in violation of any law,  rule,  regulation,  judgment,  decree,
demand,  or order (of any federal,  state or local  governmental or regulatory
authority  or  court),  which  violation,  in the  Company's  good  faith  and
reasonable  judgment,  is likely to affect materially and adversely either its
ability  to  perform  its  obligations  hereunder  or under  the  Pooling  and
Servicing Agreements, or the financial condition of the Company.

         (iii) Authorization and Enforceability. The execution and delivery by
the  Company  of  this  Agreement,   the   consummation  of  the  transactions
contemplated  hereby,  and the  performance and compliance by the Company with
the terms hereof and of the Pooling and  Servicing  Agreements  are within the
powers of the Company,  and have been duly authorized by all necessary  action
on the  part of the  Company.  All  organizational  resolutions  and  consents
necessary  for the  Company  to enter  into and  consummate  all  transactions
contemplated hereby have been obtained.  This Agreement has been duly executed
and  delivered  by the Company and  constitutes  the legal,  valid and binding
obligation  of the  Company,  enforceable  against it in  accordance  with its
terms,   subject  to  applicable   bankruptcy,   insolvency,   reorganization,
moratorium,  and other similar laws affecting creditors' rights generally, and
to general  principles of equity,  regardless of whether such  enforcement  is
considered  in a proceeding in equity or at law. The Company has not failed to
obtain any consent, approval,  authorization,  or order of, or failed to cause
any registration or qualification  with, any court or regulatory  authority or
other governmental body having  jurisdiction over the Company,  which consent,
approval,  authorization,  order,  registration,  or qualification is required
for, and the absence of which would materially adversely affect, the legal and
valid execution, delivery, and performance of this Agreement by the Company.

         (iv) Approvals and Permits.  The Company possesses such certificates,
authorizations,  licenses,  and  permits  issued  by  the  appropriate  state,
federal,  and foreign  regulatory  agencies or bodies necessary to conduct the
business  now  operated by it, and the Company has not  received any notice of
proceedings   relating  to  the  revocation  or   modification   of  any  such
certificate,  authorization,  or permit which, singly or in the aggregate,  if
the subject of an unfavorable decision,  ruling, or finding,  would materially
and  adversely  affect the  conduct  of the  business,  operations,  financial
condition, or income of the Company.

         (v) No Litigation or Adverse Conditions. No litigation is pending or,
to the best of the  Company's  knowledge,  threatened  against it,  which,  if
determined  adversely to the Company would  prohibit the Company from entering
into this  Agreement  or, in the good  faith and  reasonable  judgment  of the
Company,  is likely to materially  and adversely  affect either its ability to
perform  its  obligations   hereunder  or  under  the  Pooling  and  Servicing
Agreements  or the  financial  condition  of the  Company.  The Company has no
knowledge of any recent adverse  financial  condition or event with respect to
itself  that,  in its  good  faith  and  reasonable  judgment,  is  likely  to
materially  and  adversely  affect  its  ability to  perform  its  obligations
hereunder or under the Pooling and Servicing Agreements.

         (vi)  Fidelity  Bond:  Errors and Omission  Insurance.  Each officer,
director,   employee,   consultant   and   advisor   of   the   Company   with
responsibilities  concerning the servicing and  administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage  required  under the related  Pooling and
Servicing  Agreement  for it to  maintain.  Neither the Company nor any of its
officers,  directors,  employees,  consultants,  or  advisors  involved in the
servicing  or  administration  of the  Mortgage  Loans has been  refused  such
coverage or insurance.

       Section 4.03 Organizational and Other Related Warranties of the Special
Servicer. The Special Servicer hereby makes the following representations and
warranties to the Company and the Class B Holder:

         (i) Organization and Good Standing. The Special Servicer is an entity
duly organized,  validly existing,  and in good standing under the laws of its
state of incorporation  or formation or the laws of the United States,  and is
in compliance  with the laws of each state in which any property is located to
the extent necessary to ensure the enforceability of each Mortgage Loan and to
perform its obligations hereunder.



                                      R-9

<PAGE>



         (ii) No  Violation.  Neither the  execution  and  delivery by Special
Servicer of this Agreement,  nor the  consummation  by it of the  transactions
contemplated  hereby,  nor the  performance  of and  compliance by the Special
Servicer with the provisions hereof , will conflict with or result in a breach
or violation  of, or  constitute a default (or an event which,  with notice or
the  lapse  of  time,  or  both,   would  constitute  a  default)  under,  the
organizational  documents  (its  articles of  incorporation  or charter or by-
laws) of the Special  Servicer,  or any of the  provisions  of any law,  rule,
regulation,  judgment,  decree,  demand,  or order (of any federal,  state, or
local  governmental  or regulatory  authority or court) binding on the Special
Servicer, or any of its properties, or any of the provisions of any indenture,
mortgage,  contract,  instrument,  or  other  document  to which  the  Special
Servicer  is a party or by which it is bound,  or result  in the  creation  or
imposition of any lien,  charge,  or encumbrance  upon any of their respective
properties  pursuant  to the  terms  of  any  indenture,  mortgage,  contract,
instrument,  or other  document.  The  Special  Servicer is not  otherwise  in
violation of any law, rule, regulation, judgment, decree, demand, or order (of
any federal,  state or local  governmental or regulatory  authority or court),
which violation, in the Special Servicer's good faith and reasonable judgment,
is likely to affect materially and adversely either its ability to perform its
obligations hereunder, or the financial condition of the Special Servicer.

         (iii) Authorization and Enforceability. The execution and delivery by
the Special  Servicer of this Agreement,  the consummation of the transactions
contemplated  hereby,  and  the  performance  and  compliance  by the  Special
Servicer with the terms hereof are within the powers of the Special  Servicer,
and have  been  duly  authorized  by all  necessary  action on the part of the
Special Servicer.  All  organizational  resolutions and consents necessary for
the  Special   Servicer  to  enter  into  and  consummate   all   transactions
contemplated hereby have been obtained.  This Agreement has been duly executed
and delivered by the Special  Servicer and  constitutes  the legal,  valid and
binding  obligation  of  the  Special  Servicer,  enforceable  against  it  in
accordance  with its terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization, moratorium, and other similar laws affecting creditors' rights
generally,  and to general  principles  of equity,  regardless of whether such
enforcement  is  considered  in a proceeding  in equity or at law. The Special
Servicer has not failed to obtain any  consent,  approval,  authorization,  or
order of, or failed to cause any registration or qualification with, any court
or regulatory  authority or other  governmental body having  jurisdiction over
the  Special  Servicer,  which  consent,   approval,   authorization,   order,
registration, or qualification is required for, and the absence of which would
materially  adversely  affect,  the legal and valid execution,  delivery,  and
performance of this Agreement by the Special Servicer.

         (iv)  Approvals  and Permits.  The Special  Servicer  possesses  such
certificates,  authorizations, licenses, and permits issued by the appropriate
state, federal, and foreign regulatory agencies or bodies necessary to conduct
the  business  now  operated  by it,  and its has not  received  any notice of
proceedings   relating  to  the  revocation  or   modification   of  any  such
certificate,  authorization,  or permit which, singly or in the aggregate,  if
the subject of an unfavorable decision,  ruling, or finding,  would materially
and  adversely  affect the  conduct  of the  business,  operations,  financial
condition, or income of the Special Servicer.

         (v) No Litigation or Adverse Conditions. No litigation is pending or,
to the best of the Special Servicer's knowledge, threatened against it, which,
if determined  adversely to the Special  Servicer  would  prohibit the Special
Servicer  from  entering  into  this  Agreement  or,  in the  good  faith  and
reasonable  judgment  of the Special  Servicer,  is likely to  materially  and
adversely  affect either its ability to perform its  obligations  hereunder or
the financial  condition of the Special Servicer.  The Special Servicer has no
knowledge of any recent adverse  financial  condition or event with respect to
itself  that,  in its  good  faith  and  reasonable  judgment,  is  likely  to
materially  and  adversely  affect  its  ability to  perform  its  obligations
hereunder.

         (vi)  Fidelity  Bond,  Errors and Omission  Insurance.  Each officer,
director,  employee,  consultant  and  advisor of the  Special  Servicer  with
responsibilities  concerning the servicing and  administration of the Mortgage
Loans is covered by errors and omissions insurance and fidelity bond insurance
in the amounts and with the coverage  required  under the related  Pooling and
Servicing  Agreement  to be  maintained  by the  Company  as master  servicer.
Neither the Special  Servicer nor any of its officers,  directors,  employees,
consultants,  or advisors  involved in the servicing or  administration of the
Mortgage Loans has been refused such coverage or insurance.



                                     R-10

<PAGE>




         (vii) Approved Seller/Servicer. The Special Servicer is approved as a
seller/servicer  of single-family  mortgage loans by the Department of Housing
and Urban Development.

       Section 4.04      Remedies for Breach of Representation and Warranty.
                         --------------------------------------------------

         Upon  discovery  by any of the  Company,  the  Class B Holder  or the
Special  Servicer  of a breach of any of the  representations  and  warranties
contained in Article IV which  materially  and adversely  affects the value of
the Specially Serviced Mortgage Loans or Delinquent  Mortgage Loans, the party
discovering such breach shall give prompt written notice to the others.

         Each of the parties  hereto shall  indemnify the others and hold each
of them harmless against any losses, damages,  penalties,  fines, forfeitures,
reasonable and necessary  legal fees and related costs,  judgments,  and other
costs and  expenses  resulting  from any claim,  demand,  defense or assertion
based on or  grounded  upon,  or  resulting  from,  a breach  of such  party's
representations  and warranties  contained in Article IV. It is understood and
agreed that the  obligations  to  indemnify  as provided in this  Section 4.04
constitute  the sole  remedies  of each of the  Company,  Class B  Holder  and
Special Servicer respecting a breach of any other party's  representations and
warranties.

                                   ARTICLE V

                           MISCELLANEOUS PROVISIONS

       Section 5.01      Indemnification.
                         ---------------

         Each of the  Company,  the Class B Holder  and the  Special  Servicer
(each as such,  an  "Indemnifying  Party")  shall  indemnify the other parties
hereto (each as such, an "Indemnified  Party") and hold them harmless  against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary  legal fees and related costs,  judgments,  and any other costs,
fees and expenses  (individually  and  collectively,  the "Claims")  that such
Indemnified  Party  may  sustain  in any way  related  to the  failure  of the
Indemnifying  Party to perform its duties in compliance with the terms of this
Agreement;  provided,  that  none of the  Company,  the  Class B Holder or the
Special Servicer or any of the directors, officers, employees or agents of the
Depositor  or the  Servicer  shall  be  liable  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  Company,  the Class B Holder or the  Special  Servicer
against any material breach of warranties,  representations  or covenants made
herein,  or against  any  specific  liability  imposed on such party  pursuant
hereto, or against any liability which would otherwise be imposed by reason of
willful  misfeasance,  bad faith or gross  negligence  in the  performance  of
duties or by reason of reckless disregard of obligations and duties hereunder.



                                      R-11

<PAGE>



       Section 5.02      Amendment.
                         ---------

         This Agreement may be amended from time to time by written  agreement
signed by each of the parties hereto.

       Section 5.03      Counterparts.
                         ------------

         This  Agreement  may be  executed  simultaneously  in any  number  of
counterparts, each of which counterparts shall be deemed to be an original and
such counterparts shall constitute but one and the same instrument.

       Section 5.04      Governing Law.
                         -------------

         This Agreement  shall be construed in accordance with the laws of the
State of New York and the  obligations,  rights and  remedies  of the  parties
hereunder shall be determined in accordance with such laws.

       Section 5.05      Notices.
                         -------

         All demands,  notices and direction  hereunder shall be in writing or
by telecopy and shall be deemed effective upon receipt to:

                (i)  in the case of the Company,

                Company

                Address:         ___________________
                Attention:       ___________________
                Telephone:       ___________________
                Facsimile:       ___________________

                or such other address as may hereafter be furnished to the Class
                B Holder and the Special Servicer in writing.

                (ii)  in the case of the Class B Holder,

                Address:         ___________________
                Attention:       ___________________
                Telephone:       ___________________
                Facsimile:       ___________________

                or such other address as may hereafter be furnished to the
Company in writing.



                                     R-12

<PAGE>



                (iii)  in the case of the Special Servicer,

                Address:         ___________________
                Attention:       ___________________
                Telephone:       ___________________
                Facsimile:       ___________________

                or such other address as may hereafter be furnished to the
Company in writing.

       Section 5.06      Termination.
                         -----------

         This  Agreement  shall  terminate  (i) at such time as the  Principal
Balance  of the  Class B  Certificates  has  been  reduced  to zero or (ii) if
mutually agreed to by the parties hereto.

       Section 5.07      Severability of Provisions.
                         --------------------------

         If any one or more of the covenants, agreements,  provisions or terms
of this Agreement shall be held invalid for any reason  whatsoever,  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. If the invalidity of any part, provision, representation or
warranty of this  Agreement  shall  deprive any party of the economic  benefit
intended to be conferred by this  Agreement,  the parties  shall  negotiate in
good faith to develop a structure  the  economic  effect of which is nearly as
possible the same as the economic  effect of this Agreement  without regard to
such invalidity.

       Section 5.08      Successors and Assigns.
                         ----------------------

         This  Agreement  may not be assigned by any party hereto  without the
prior written consent of each of the other parties  hereto.  The provisions of
this  Agreement  shall  be  binding  upon  and  inure  to the  benefit  of the
respective successors and assigns of the parties hereto.

       Section 5.09      Article and Section Headings.
                         ----------------------------

         The  article  and  section  headings  herein are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

       Section 5.10      Confidentiality.
                         ---------------

         The Class B Holder  agrees  that all  information  supplied  by or on
behalf of the Company pursuant to Sections 2.02 or 3.01,  including individual
account  information,  is the  property  of the Company and the Class B Holder
agrees to use such  information  only for the  purposes  contemplated  by this
Agreement and otherwise hold such information confidential and not to disclose
such  information,  except to the extent  such  information  is made  publicly
available by or on behalf of the Company or the relevant Trustee.

       Section 5.11      Publicly Registered Certificates.
                         --------------------------------

         The Class B Holder agrees,  that without the prior written consent of
the  Company,  so long as Class B Holder  is a party to this  Agreement  and a
holder of any Class B Certificates of a Series, it will not purchase,  sell or
trade any publicly registered Certificates of the same Series.



       Section 5.12      No Partnership.
                         --------------



                                     R-13

<PAGE>

         Nothing  herein shall be deemed or construed to create a  partnership
or joint  venture  between the parties  hereto and the services of the Company
shall be rendered  as an  independent  contractor  and not as an agent for the
Company.

         Section 5.13 Rights of the Class B Holder.  Notwithstanding  anything
herein to the contrary,  it is agreed by the parties hereto that the rights of
the Class B Holder  set forth  under  Article II and  Section  3.02(e) of this
Agreement  shall  relate to, and be  exercisable  with respect to, the related
Mortgage  Loans of any Series to the extent that and for so long as, the Class
B Holder owns at least 75% of the most subordinate  outstanding class of Class
B  Certificates  of the  related  Series  (calculated  by  dividing  the  then
outstanding  Certificate Principal Balance of such Class B Certificates by the
then outstanding Certificate Principal Balance of all certificates of the same
class).



                                     R-14

<PAGE>



         IN WITNESS  WHEREOF,  each of the parties hereto have caused its name
to be signed hereto by its respective  officer thereunto duly authorized,  all
as of the day and year first above written.

                                             COMPANY

                                             By: _____________________________
                                             Name: ___________________________
                                             Title: ____________________________





                                             By: _____________________________
                                             Name: ___________________________
                                             Title: ____________________________





                                             By: _____________________________
                                             Name: ___________________________
                                             Title: ____________________________






                                     R-15

<PAGE>



                                                                     SCHEDULE I

   Describe each Series of Class B Certificates and the related Pooling and
   Servicing Agreement







                                      R-16

<PAGE>



                                                                    SCHEDULE II

                     SPECIAL SERVICING TRANSFER PROCEDURES

         Any  transfer  of  servicing  with  respect to a  Specially  Serviced
Mortgage Loan shall be effected substantially in accordance with the following
example.  All dates  set  forth  below  are for  illustrative  purposes  only.
Capitalized  terms  used in this  Exhibit  shall  have the  meanings  ascribed
thereto in the Agreement.

                                   Timeline
                                   --------

Last Business Day of Month One
         Mortgagor is 89 Days Delinquent.

3rd Business Day of Month Two

         The Company receives an electronic file from its Collections Department
on all 90+delinquent loans.

4th Business Day of Month Two

         The Company sends the electronic file to Class B Holder/Special
         Servicer of all 90+ delinquent loans with information designating those
         loans where a forbearance plan or workout is in progress and those
         loans where there is no plan in place. The Company and the Special
         Servicer have a discussion. The loans to be transferred are determined
         by the Class B Holder/Special Servicer.

6th Business Day of Month Two

         The Special Servicer informs the Company of the loans designated as
         Specially Serviced Mortgage Loans. The Company and the Special Servicer
         coordinate the transfer of servicing of the Specially Serviced Mortgage
         Loans. The Company prepares and mails the mortgagor notification no
         later than the 13th calendar day of the month. If a loan reinstates to
         a current or less than 90 days delinquent status before the mortgagor
         notification (i.e., the "goodbye letter") is sent, such loan will be
         removed from the transfer, and the Company will notify the Special
         Servicer thereof. The borrower will be instructed to send the payment
         due on the effective date of transfer and any past due payments to the
         Special Servicer.

7th Business Day of Month Two

         Relevant Trustee receives monthly electronic data file from the
         Company. The subject loan is included in the Company's report as an
         active loan serviced by the Company. The Company reports scheduled P&I
         on the subject loan.

On or prior to 15th Calendar Day of Month Two
         The Company sends a foreclosure referral letter to the Special
         Servicer's foreclosure counsel with a corresponding foreclosure
         package.

18th Calendar Day (or Business day immediately preceding the 18th) of Month Two
         The Company makes its monthly remittance, including advancing scheduled
         P&I payment due for current month for the subject loan.

Last business Day of Month Two
         Month-end cut-off.

1st Business Day of Month Three
         Effective Date.

On or Before 3rd Business Day of Month Three





                                     R-17

<PAGE>



         In accordance with the Servicing Transfer Instructions:

         Company sends Special Servicer final transfer data (e.g., trial
         balance, loan files, current and previous 2 years' history records (if
         applicable), all default-related correspondence, and all collection,
         foreclosure and bankruptcy files);

         Company provides Special Servicer with detailed reimbursement request
         relating to advances; and

         Company sends Special Servicer a check or wire for the net escrow and
         unapplied funds.

On or before the 6th Business Day of Month Three
         In accordance with the Servicing Transfer Instructions, Special Service
         reimburses Company for all outstanding advances, and the scheduled
         mortgage payment due on the Effective Date.

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

Note:

1.       If the loan has been transferred to Special Servicer and it cures,
         Special Servicer continues to service the loan and report it to Company
         as herein provided.

2.       If the Class B Certificates of the related Series are reduced to zero,
         Special Servicer will continue to service the mortgage loans until they
         payoff or are liquidated. No other Delinquent Mortgage Loans of a
         Series will be transferred to Special Servicer after the Class B
         Certificates of such Series are reduced to zero.



                                     R-18

<PAGE>



                        Servicing Transfer Instructions
                        -------------------------------

I.       NOTIFICATION OF LOANS TO TRANSFER

A.       Company will coordinate and provide a listing of all loans past 90 days
delinquent. The list will be provided to Special Servicer for review and
discussion on the 4th Business day of each month.

B.       Class B Holder and Special Servicer to agree upon the loans to be
transferred at month-end.  The list must be provided via Facsimile or E-mail by
the 6th business day of the month to:

                              [COMPANY]
                              [Address and contact]

II. CONVERSION DATA

Dependent upon the volume of loans transferring each month, the loans will be
transferred effective the first of each month based on the prior month-end cut
off by one of the following mutually agreed upon conversion methods.

A.       Manual conversion

         1.     Company to provide a "master file data record" (COMPANY
                reference for master file data record?) for each loan
                (accompanied by a listing of all code definitions).

         2.     Company to provide a trial balance containing all the loans.

B.       Electronic conversion

         1.     Information will be provided in a Microsoft Excel spreadsheet
                (or such other mutually agreeable format) containing mutually
                agreed upon fields.

         2.     Company to provide a trial balance containing all the loans.

Preliminary information for either a manual or electronic conversion will be
provided within 3 business days of receipt of the List of Loans to Transfer to
provide time for Special Servicer to verify and load the information, with the
exception of the specific data that is determined at the transfer date.

III.     HOMEOWNER NOTIFICATION

A.       Company will mail the mortgagor notification (good-bye letter) fifteen
days prior to the transfer date.  Company will forward a copy of its good-bye
letter to Special Servicer c/o [Dept.] (fax number ___-___-____) for approval
prior to mailing.

B.       Copies of Company's mortgagor notification letters will be provided to
Special Servicer.

C.       Company to receive a sample of Special Servicer's mortgagor
notification (welcome letter) for approval prior to mailing.

IV.      HAZARD/FLOOD INSURANCE

A.       Company to prepare a change to the mortgagee clause as follows:


                                     R-19

<PAGE>

         Address:              ___________________
         Attention:            ___________________
         Telephone:            ___________________
         Facsimile:            ___________________

B.       Copies of the mortgagee clause change requests will be provided to
Special Servicer.

C.       Any unpaid policies, expiration notices, cancellation notices, loans
with expired policies will be properly identified, sorted and marked for special
handling.

D. Company to provide a list of loans under "force place coverage" program.
Force place hazard insurance policies with ASG will be canceled upon transfer of
the loans. WNC force place flood policy coverage will stay in place after
transfer until the expiration date.

V.       FHA LOANS

A.       Company to provide screen prints to include the following items on FHA
Loans with a monthly premium.

         1.     Loan number
         2.     FHA case number
         3.     Anniversary date
         4.     Annual premium
         5.     Monthly amount
         6.     Total MIP paid to date
         7.     Next month the premium is due

B.       Company to provide screen prints to include the following items on FHA
loans that the full premium was paid up front.

         1.     Loan number
         2.     FHA case number
         3.     Insuring date
         4.     Amount of prepaid premium

C.       Company to prepare HUD Form 92080 with Special Servicer's HUD mortgagee
number (72313) and forward to HUD electronically.  Proof of submission will be
forwarded to Special Servicer.

VI. CONVENTIONAL LOANS

A.       Individual loan PMI certificates will be retained in the Servicing File

B.       Company to prepare notifications to the PMI companies requesting a
change of servicer to Special Servicer.  Copies will be forwarded to Special
Servicer.

C.       Company to provide screen prints of all loans with PMI to include:

         1.     Loan number
         2.     PMI company
         3.     PMI certificate number
         4.     Next due date
         5.     Last amount paid



                                     R-20

<PAGE>






VII.  REAL ESTATE TAXES

A.       Company to forward individual loan tax records showing payee, due
dates, frequency of payment, next due date, last paid date and last paid amount.

B        Company to provide copies of the notifications to the individual tax
authorities and the Tax Service requests for a change of servicer to Special
Servicer under the following contract numbers (Transamerica- 2489 Pinnacle -
119)

C.       All property taxes due and payable will be paid prior to the transfer
date.

D.       All tax bills received after the transfer date will be forwarded to
Special Servicer for payment.

E.       Company to provide a listing of any loans with delinquent taxes
containing the pertinent information as of the transfer date.



                                     R-21

<PAGE>



VIII.  OPTIONAL INSURANCE

A.       Company to provide a list of loans with A&H, life insurance, accidental
death insurance, etc., which will include the following information.

         1.     Loan number
         2.     Insurance company
         3.     Type of coverage
         4.     Amount of monthly premium
         5.     Last monthly premium paid

B.       Company to provide copies of the master and/or individual policies for
the insurance coverage.

C.       Company to provide copies of the notification sent to the insurance
companies.

IX.      INVESTOR REPORTS

A.       Company to provide a copy of the final remittance report to the
investor including a trial balance as of cutoff date.

B.       Company to provide ending loan scheduled balance at transfer date.

C.       Company to provide a report detailing advanced delinquent net interest
monthly by due date.

D.       Company to provide a report detailing advanced delinquent principal
monthly by due date.

X.       OTHER

A.       Company to provide hard copies of the last 24 months history for each
loan accompanied by an explanation of transaction codes.

B.       Company to provide copies of the last escrow analysis for each loan
with an explanation of analysis method (cushion, etc.).

C.       Company to provide the loan servicing file in hard copy or microfiche
format.

D.       Company to provide the currently active collection records and
pertinent information on delinquent loans.

E. Net escrow and unapplied funds as of the transfer date will be sent to
Special Servicer via check or wire within three business days of the transfer,
accompanied by an explanation of Unapplied Funds codes.

F. The advances (exclusive of escrow advances, which will be handled in Section
X (E) above) incurred by Company will be billed to Special Servicer accompanied
by appropriate documentation. Special Servicer to reimburse Company via check or
wire for all advances (exclusive of escrow advances, which will be handled in
Section X (E) above) on the subject loans within three business days of receipt
of billing.

G.       Company to provide a listing containing the mortgagor name,
co-mortgagor name, property address and mailing address for preparation of
Special Servicer's Notification Letters.

H.       Company to provide the following items, sorted and clearly marked for
special handling.



                                     R-22

<PAGE>




         1.     Active foreclosure and bankruptcy files should have the status
                shown on the front of each file.

         2.     Insurance loss drafts should provide all documentation on the
                current status.

         3.     Unprocessed payoff funds should be accompanied by a copy of the
                payoff quotation.

         4.     Information should be furnished on any pending payoff or
                assumption.

         5.     Information on any incomplete partial releases should be
                provided.

I. Loan payments received after the cutoff will be endorsed to __________ and
forwarded by overnight service to the following address within twenty-four
hours, properly identified with Company's loan number.

         [Address]

Returned Items received after the transfer date will be forwarded to Special
Servicer for reimbursement. Special Servicer to reimburse Company within 10
business days of receipt.

J.       Company to ship all loan files and documentation related to the
individual transfers by the 3rd business day after the cut-off.  Any
information, such as preliminary trial balances, master file data records,
delinquency information, etc. will be furnished as early as possible prior to
the transfer date.



                                     R-23

<PAGE>



All shipments to be sent to:

         [Address]

K. Company to furnish all required IRS reporting statements for the current year
up to the transfer date, both to the mortgagors and to the appropriate
government agencies. Special Servicer to furnish all required year-end reporting
commencing on the effective date of transfer through the year-end.



                                     R-24

<PAGE>


                                                        EXHIBIT A to Schedule II


                  LOAN INFORMATION TO BE PROVIDED TO COMPANY







                                     R-25